Common use of Collateral Agent Clause in Contracts

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Administrative Agent shall also act Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the “collateral agent” under Pledgor’s true and lawful attorney-in-fact, in the Loan DocumentsPledgor’s name or in the Collateral Agent’s name or otherwise, and each of at the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent Pledgor’s expense, to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by take any of the Loan Parties actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to secure any or the consent of the Obligations, together Pledgor. This power of attorney is a power coupled with such powers an interest and discretion as are reasonably incidental theretocannot be revoked. In this connection, the Administrative Agent, as “collateral agent” The Pledgor ratifies and any co-agents, sub-agents and attorneys-in-fact appointed confirms all actions taken by the Administrative Collateral Agent pursuant or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to Section 10.5 for purposes affect the commercial reasonableness of holding or enforcing any Lien on sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any portion thereofother person chosen by it with reasonable care. (g) granted under the Security Documents, The Collateral Agent makes no express or for exercising implied representations or warranties with respect to any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled Pledged Collateral or other property released to the benefits Pledgor or its successors and assigns (other than as to the absence of all provisions liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of this Section 10 care under applicable law if it holds, maintains and Section 11disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoingthis Clause or as required under applicable law, the Lenders hereby expressly authorize the Administrative Collateral Agent on its behalf and/or in its own name (including will have no duties or obligations under any parallel debt) to execute any and all documents (including releases) this Agreement or otherwise with respect to the Collateral and the rights Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Secured Parties with respect theretoPledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, as contemplated by title, or interest, and (ii) be a perpetual bar, both at law and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedingsequity, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower claims by the Pledgor or any other Loan Party person claiming under or any other obligor under any of through the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Pledgor

Collateral Agent. (a) The provisions of Section 9 that apply to the Administrative Agent shall also act apply, mutatis mutandis, to the Collateral Agent and to any successor Collateral Agent, as applicable; provided that, notwithstanding anything herein to the “collateral agent” under contrary, the Collateral Agent shall have the right to appoint a successor to itself as Collateral Agent and without the consent of any Lender. (b) The Collateral Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Collateral granted pursuant to the Loan Documents, . Except for the safe custody of any Collateral in its possession and each the accounting for moneys actually received by it hereunder or under any of the Lenders other Loan Documents, the Collateral Agent shall not have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, trades or other matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of such matters, or as to taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral (including the filing of UCC Financing and Continuation Statements). The Collateral Agent shall be deemed to have exercised appropriate and due care in the custody and preservation of any Collateral in its capacities as a potential Qualified Counterparty and a potential Cash Management Providerpossession if such Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. (c) and the Issuing Lenders hereby irrevocably appoints and authorizes Each of the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfCollateral Agent, or in its own name capacity as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted an agent under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentIntercreditor Agreement, shall be entitled to the all right, privileges, protections, immunities, benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize indemnities provided to the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale9.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the “collateral agent” under the Loan Documents, and each secured party of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion N.A. as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and the rights loss payee) on behalf of the Secured Parties with respect theretoLenders, (ii) names the Collateral Agent as contemplated by a replacement secured party of record, and (iii) authorizes the Collateral Agent, in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such action by any Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall bind (or shall cause its designee to) review the LendersLoan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any such time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to use the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and apply upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the purchase price Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable by to the Administrative Collateral Agent at in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such salefee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” (and to the extent required for purposes of holding any Ship Mortgage or any other Security Document, as the “collateral trustee”) under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and to the extent required for purposes of holding any Ship Mortgage or any other Security Document, as the “collateral trustee”) and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” (or for purposes of holding any Ship Mortgage or any other Security Document “collateral trustee”) under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower the Company or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Documents (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower the Company or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in its capacities Holders by acceptance of the Notes hereby authorize the appointment of the Collateral Agent as a potential Qualified Counterparty and a potential Cash Management Provider) the Trustee’s and the Issuing Lenders Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes authorize the Administrative Collateral Agent to act take such action on their behalf under the provisions of the Collateral Agreements, including the Intercreditor Agreements, and to exercise such powers and perform such duties as are expressly delegated to the agent Collateral Agent by the terms of such Lender this Indenture, the Intercreditor Agreements and the Issuing Lenders other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Collateral Agent may resign and its successor appointed in accordance with the full power terms of the Intercreditor Agreement. (c) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to appoint have authorized the Trustee, as applicable, to (1) enter into the Intercreditor Agreement, (2) bind the Holders on the terms as set forth in the Intercreditor Agreement, (3) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreement, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreement or the other Collateral Agreements and (4) cause the Collateral Agent to substitute enter into and perform its obligations under the Collateral Agreements. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to delegatehave authorized the Collateral Agent, to (i) enter into the other Collateral Agreements to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Agreements and (iii) perform and observe its behalfobligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreement and each other Collateral Agreement, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (A) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement and (B) acknowledge that it has received copies of the Intercreditor Agreement and the Collateral Trust Agreement and that the exercise of certain of the Trustee’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS INDENTURE, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS INDENTURE AND THE INTERCREDITOR AGREEMENT OR THE COLLATERAL TRUST AGREEMENT, THE INTERCREDITOR AGREEMENT OR THE COLLATERAL TRUST AGREEMENT, AS APPLICABLE, SHALL CONTROL. (d) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company or any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or in its own name as joint that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the applicable Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and several creditor security interest of the Collateral Agreements has been properly and completely listed or creditor of a parallel debt (delivered, as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any the genuineness, validity, marketability or sufficiency thereof or title thereto. (e) The grant of permissive rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created by the Collateral Agreements and the rights such responsibility shall be solely that of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCompany.

Collateral Agent. The Administrative Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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 Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfexercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Bank Product Provider) and the Issuing Lenders Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) Banks for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Administrative Agent or any Agent of its co-agents, sub-agents or attorneys-in-fact shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower the Borrowers or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Bank Product Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower the Borrowers or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)other Debtor Relief Laws, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Finance Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (i) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty Hedge Bank, and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto. . (ii) Without limiting the generality powers of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect “collateral agent” pursuant to the Collateral and terms hereof or the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwiseother Loan Documents, for the purposes of holding any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under Liens granted by any of the Loan Parties under the laws of the Province of Quebec pursuant to the Collateral Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders including in its or their respective individual capacities unless as a potential Hedge Bank, and a potential Cash Management Bank) and the Required Lenders shall otherwise agree in writing) L/C Issuer hereby acknowledges that the collateral agent shall be entitledand act as the hypothecary representative of all present and future Lenders (including in its capacities as a potential Hedge Bank, with and a potential Cash Management Bank) and the consent or at the direction L/C Issuer for all purposes of Article 2692 of the Required Lenders, for Civil Code of Quebec (the purpose of bidding and making settlement or payment “Hypothecary Representative”). Each of the purchase price for all or any portion of Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the Collateral sold at any such saleL/C Issuer hereby appoints, to use and apply the extent necessary, the collateral agent as its Hypothecary Representative to hold the Liens created pursuant to such Collateral Documents in order to secure any of the Obligations Secured Obligations. The collateral agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacities as a credit on account potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer for all purposes of Article 2692 of the purchase price for any Collateral payable by the Administrative Agent at such saleCivil Code of Quebec.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrower to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative Agent Trustee acknowledges that during the initial Interest Period of the Initial LIBOR Term Indexed Mode and any Interest Period thereafter while the initial Bondholder Agreement remains in effect, the Bondholder Representative (if any) has, pursuant to Section 7.05, the power to take all actions and exercise all of the rights that the Trustee would otherwise have with respect to any guarantee of obligations (“Guarantee”) relating to the Bonds and any collateral (“Collateral”) securing obligations relating to the Bonds (in each case in accordance with the terms set forth in any agreement governing any Guarantee or Collateral), including, without limitation, the power to direct the exercise of remedies by any collateral agent appointed with respect to such Collateral. The Trustee shall also act as have no right, responsibility or obligation to take any action with respect to any such Guarantee or Collateral or in connection with the “collateral agent” under exercise of remedies in connection therewith. To the Loan Documentsextent required, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) Trustee and the Issuing Lenders hereby irrevocably appoints Issuer authorizes the appointment of any collateral agent in connection with the Collateral and authorizes the Administrative Agent such collateral agent to act as the agent of such Lender and the Issuing Lenders (enter into any agreements it deems appropriate in connection with the full power to appoint Collateral and to substitute and to delegate) on its behalfany intercreditor arrangements or any remedial rights in connection therewith, including without limitation, any security agreement or in its own name as joint and several creditor or creditor of intercreditor agreement (each a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto“Security Document”). In this connectionconnection with the foregoing, and for the Administrative Agentavoidance of doubt, as “any such collateral agent” and agent shall not have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding duties or enforcing any Lien on the Collateral (or any portion thereof) granted under obligations except those expressly set forth in the Security Documents, or for exercising any rights and remedies its duties thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth administrative in full herein with respect theretonature. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on any such collateral agent and its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such collateral agent and of its affiliates: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a default or Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights of the Secured Parties with respect thereto, as and powers expressly contemplated by the Security Documents and then only as directed in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree terms thereof; provided that any such action by any Agent shall bind the Lenders. Each Lender agrees that it collateral agent shall not be required to take any action that, in its opinion or institute any actions the opinion of its counsel, may expose the collateral agent to liability or proceedings, judicial or otherwise, for any right or remedy with respect that is contrary to any Collateral against Security Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under Title 11 of the United States Code, as amended, and any similar Federal, state or foreign law for the relief of debtors; (iii) shall not, except as expressly set forth in any Security Document, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party Affiliate thereof that is communicated to or obtained by such collateral agent or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process its Affiliates in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders capacity; (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingiv) shall not be entitled, liable for any action taken or not taken by it under or in connection with any Security Document or the transactions contemplated thereby (A) with the consent or at the direction request of the Required Lenderssecured party entitled to direct the collateral agent under the applicable Security Document, for (B) in the purpose absence of bidding its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and making settlement nonappealable judgment or payment (C) in reliance on a certificate of an authorized officer of the purchase price for all Borrower or any portion applicable guarantor of the Collateral sold at obligations secured under such Security Document stating that such action is permitted by the terms of such Security Document, the collateral agent being deemed not to have knowledge of any default or Event of Default unless and until notice describing such saledefault or Event Default is given in writing to the collateral agent by the in accordance with the terms of such Security Document; and (v) shall not be responsible for or have any duty or obligation to any holder of obligations secured under any Security Document or any other person to ascertain or inquire into (A) any statement, to use and apply warranty or representation made in or in connection with any Security Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the Obligations as a credit on account covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (D) the purchase price for validity, enforceability, effectiveness or genuineness of any Collateral payable Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any lien purported to be created by any Security Document, (E) the Administrative Agent at value or the sufficiency of any Collateral, or (F) the satisfaction of any condition or representation or warranty set forth in any Security Document, other than to confirm receipt of items expressly required to be delivered to such salecollateral agent. Whether or not therein expressly so provided, every provision of this Bond Indenture, the Loan Agreement, the Credit Facilities, the Liquidity Facilities or related documents relating to the conduct or affecting the liability of or affording protection to any such collateral agent shall be subject to the provision of this Article.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under the Collateral Documents and the Issuing Administrative Agent and each of the Lenders hereby irrevocably appoints authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents and the other Loan Documents, together with such powers as are reasonably incidental thereto, and in connection therewith hereby authorizes the Administrative Agent to act as execute and deliver the agent Joinder to Intercreditor Agreement and Joinder to Collateral Agency Agreement whereby the Administrative Agent, on behalf of such Lender itself and the Issuing Lenders (with Lenders, agrees to be bound by the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any terms of the Loan Parties to secure any of Security Agreement, the ObligationsIntercreditor Agreement, together with such powers the Collateral Agency Agreement and discretion the other Collateral Documents in their capacities as are reasonably incidental theretoa “Secured Party” under and as defined in the Security Agreement. In this connection, the Administrative Collateral Agent, as “collateral agentCollateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 10.5 the Collateral Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentSecured Parties (under and as defined in the Security Agreement) required pursuant to the terms of the Collateral Documents, shall be entitled to the benefits of all provisions of this Section 10 Article IX and Section 11, Article X (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement and the Collateral Documents, the Collateral Agent shall not have any duties or responsibilities hereunder or thereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Administrative Agent, the Lenders or any Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement and the Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby use of the term “agent” in this Agreement or any other Loan Document with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly authorize otherwise provided in this Agreement or the Administrative other Loan Documents, the Collateral Agent on shall have and may use its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of Agent is expressly entitled to take or assert under this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, including the exercise of remedies pursuant to Article VIII, and any right of setoff, rights on account of any banker’s lien action so taken or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect not taken shall be deemed consented to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public or private sale or a sale of any the Collateral Agent including, without limitation, the provisions relating to resignation of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative (a) Each Secured Party hereby appoints Xxxxxx Xxxxxxxxx as Collateral Agent shall also act for the benefit of the Secured Parties under this Agreement to serve from the date hereof until the termination of this Agreement. (b) Each Secured Party hereby irrevocably authorizes Collateral Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by the Secured Parties who hold a majority in interest of outstanding principal and interest under the Notes (the “collateral agent” under the Loan Documents, and each of the Lenders (including Majority Note Holders”) in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (accordance with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligationsterms hereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent may execute any of its duties hereunder by or through agents or employees and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to request and act in reliance upon the benefits advise of counsel concerning all provisions of this Section 10 matters pertaining to its duties hereunder and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth shall not be liable for any action taken or omitted to be taken by it in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and good faith in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any therewith. (c) Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take be liable or institute responsible to any actions Secured Party or proceedings, judicial to LLCL or otherwise, any of its Affiliates for any right action taken or remedy with respect omitted to any be taken by Collateral against any Borrower Agent or any other Loan Party such person hereunder or under any related agreement, instrument or document, except in the case of gross negligence or willful misconduct on the part of Collateral Agent, nor shall Collateral Agent be liable or responsible for (A) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, this Agreement or any other obligor under instrument or document delivered hereunder or relating hereto; (B) the title of LCLX or any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect its Affiliates to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale the freedom of any of the Collateral from any prior or other liens or security interests; (C) the determination, verification or enforcement of LCLL’s compliance with any of the terms and conditions of this Agreement; (D) the failure by LCLX or any of its Affiliates to deliver any instrument or document required to be delivered pursuant to Section 363 the terms hereof; or (E) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with respect to the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Collateral, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion servicing of the Collateral sold at or the enforcement or the collection of any such sale, amounts owing with respect to use the Collateral. (d) In connection with this Security Agreement and apply the transactions contemplated hereby and any related document relating to any of the Obligations as a credit on account Collateral, each of the purchase price for Secured Parties agrees to pay to Collateral Agent, on demand, its pro rata share (based on relative Secured Obligations) of all fees and all expenses incurred in connection with the operation and enforcement of this Agreement, the Notes or any related agreement to the extent that such fees or expenses have not been paid by LCLL or its Affiliates. In connection with this Security Agreement and each instrument and document relating to any of the Collateral, each of the Secured Parties (on a pro rata basis based upon the outstanding Secured Obligations owing to the Secured Parties) and LCLX, on behalf of itself and its Affiliates, hereby agree to hold Collateral payable Agent harmless, and to indemnify Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by Collateral Agent under this Agreement and the transactions contemplated hereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the Administrative Agent at such salewillful misconduct or gross negligence of Collateral Agent.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Securities hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably appoints and authorizes the Administrative Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the agent express conditions contained in this Section 11.08. The provisions of such Lender this Section 11.08 are solely for the benefit of the Collateral Agent and none of the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfTrustee, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure Holders nor any of the Obligations, together Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. Each Holder agrees that any action taken by the Collateral Agent in accordance with such powers and discretion as are reasonably incidental thereto. In the provision of this connectionIndenture, the Administrative Agent, as “collateral agent” Intercreditor Agreement and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising and the exercise by the Collateral Agent of any rights or remedies set forth herein and remedies thereunder at therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the direction contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth herein and in full herein the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect reference to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that Agent is not intended to connote any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take fiduciary or institute any actions other implied (or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor express) obligations arising under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise agency doctrine of any right of setoffapplicable law. Instead, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations term is used merely as a credit on account matter of the purchase price for any Collateral payable by the Administrative Agent at such salemarket custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and each of the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender Xxxxxx and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any the parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty Hedge Bank and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10 and Section 1110.05), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) All items of Collateral and any interest therein to be delivered to or held by Holder pursuant to this Agreement shall be held by Holder, for the benefit of itself. Debtor may conclusively and absolutely rely, without inquiry, upon any action of Xxxxxx in all matters referred to in this Agreement. (b) Holder shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither Holder nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder to the maximum extent permitted by law. The Administrative Agent duties of Holder shall also act be mechanical and administrative in nature. (c) Prior to delivery of a written notice from Holder that an Event of Default has occurred (“Notice of Default”), Holder shall have the power, but not the obligation, to take such actions as Holder in its discretion deems necessary or desirable to perfect, preserve, or otherwise protect the “security interest and Liens in the Collateral or any part thereof. After a Notice of Default has been delivered by Xxxxxx, Holder shall take such actions under this Agreement as it deems desirable, necessary or by a final order, decree or judgment of a court of competent jurisdiction and from which no appeal has been taken and as to which the time the right to appeal has expired. (d) All proceeds of the Collateral shall be applied as follows: (i) first, to the payment of all fees and expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral, until paid in full; (ii) second, to payment of all fees, expenses, indemnities and other amounts owed to Holder under Sections 19 or 28(c) or otherwise under this Agreement, until paid in full; (iii) third, to payment of that portion of the Obligations constituting fees, expenses and indemnities owed to Holder, until paid in full; (iv) fourth, to payment of that portion of the Obligations constituting interest owed to Holder, until paid in full; (v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Secured Note, until paid in full; (vi) sixth, to pay any other Obligations owed to Holder, until paid in full; and (vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Debtor or as otherwise required by law. (e) The Holder, in consultation with Xxxxxx, shall have the right to appoint a third-party collateral agent” under ; provided, however, that, notwithstanding the Loan Documentsresults of such consultation with Xxxxxx, and each the right of the Lenders (including Holder to appoint a successor shall be exercised by the Holder in its capacities as a potential Qualified Counterparty sole discretion. (f) Holder shall use reasonable care in the custody and a potential Cash Management Providerpreservation of any Collateral in Holder’s possession. Holder shall not be liable for (i) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (any action taken or omitted by it in its discretion under or in connection with the full power to appoint and to substitute and to delegate) on its behalfthis Agreement, or any other applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction). (g) Notwithstanding anything in this Agreement or any other agreement or document, express or implied, it is agreed that (i) Holder shall not be subject to any fiduciary or other implied duties, (ii) Holder shall not be required to take any action that, in its own name as joint opinion or the opinion of its counsel, may expose Holder to liability or that is contrary to applicable law; (iii) Holder may consult with legal counsel or independent public accountants and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding other experts selected by it and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to fully rely upon any opinion of such counsel or accountant in connection with any action taken or omitted to be taken by Holder in accordance with the benefits advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by Xxxxxx. (h) The provisions of this Section 10 28 are solely for the benefit of Xxxxxx, and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it Debtor shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, have rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of as a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale third party beneficiary of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleprovisions.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in its capacities Holders by acceptance of the Notes hereby authorize the appointment of the Collateral Agent as a potential Qualified Counterparty and a potential Cash Management Provider) the Trustee’s and the Issuing Lenders Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes authorize the Administrative Collateral Agent to act take such action on their behalf under the provisions of the Collateral Agreements, including the Intercreditor Agreements, and to exercise such powers and perform such duties as are expressly delegated to the agent Collateral Agent by the terms of such Lender this Indenture, the Intercreditor Agreements and the Issuing Lenders other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Collateral Agent may resign and its successor appointed in accordance with the full power terms of the Intercreditor Agreements. (c) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to appoint have authorized the Trustee, as applicable, to (1) enter into the Intercreditor Agreements, (2) bind the Holders on the terms as set forth in the Intercreditor Agreements, (3) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreements, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreements or the other Collateral Agreements and (4) cause the Collateral Agent to substitute enter into and perform its obligations under the Collateral Agreements. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to delegatehave authorized the Collateral Agent, to (i) enter into the other Collateral Agreements to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Agreements and (iii) perform and observe its behalfobligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreements and each other Collateral Agreement, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (A) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and (B) acknowledge that it has received a copy of the Intercreditor Agreements and that the exercise of certain of the Trustee’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreements. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS INDENTURE, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS INDENTURE AND EITHER OF THE INTERCREDITOR AGREEMENTS, THE APPLICABLE INTERCREDITOR AGREEMENT SHALL CONTROL. (d) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company or any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or in its own name as joint that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the applicable Collateral Grantor’s property constituting Collateral intended to be subject to the Lien and several creditor security interest of the Collateral Agreements has been properly and completely listed or creditor of a parallel debt (delivered, as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any the genuineness, validity, marketability or sufficiency thereof or title thereto. (e) The grant of permissive rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created by the Collateral Agreements and the rights such responsibility shall be solely that of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCompany.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the “collateral agent” under the Loan Documents, and each secured party of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion N.A. as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the agreements and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and the rights loss payee) on behalf of the Secured Parties with respect theretoLenders, (ii) names the Collateral Agent as contemplated by a replacement secured party of record, and (iii) authorizes the Collateral Agent, in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such action by any Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall bind (or shall cause its designee to) review the LendersLoan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any such time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to use the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and apply upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the purchase price Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable by to the Administrative Collateral Agent at in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such salefee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

Collateral Agent. (a) The Administrative Holder, by acceptance of the Note, hereby designates and appoint the Collateral Agent shall also act as its agent under the Security Documents and the Holder by acceptance of the Note, hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Note and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Note and the Security Documents and consents and agrees to the terms of this Note and each Security Document (as applicable), as the “collateral agent” under the Loan Documentssame may be in effect or may be amended, and each of the Lenders (including restated, supplemented or otherwise modified from time to time in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative accordance with their respective terms. The Collateral Agent agrees to act as such on the agent of such Lender and express conditions contained in this Section 11.5. The Holder agrees that any action taken by the Issuing Lenders (Collateral Agent in accordance with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 Note or the Security Documents (as applicable), and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under exercise by the Loan Documents as if Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Noteholders. Notwithstanding any provision to the contrary contained elsewhere in full this Note or the Security Documents (as applicable) the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents (as applicable) to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretoany holder or any grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Note with respect reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and the rights is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of its duties under this Agreement and Note and/or the Security Documents and acknowledge and agree that any such action (as applicable) by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions through receivers, agents, employees, attorneys-in-fact or proceedings, judicial or otherwise, for any right or remedy with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral against any Borrower Agent shall not be responsible for the negligence or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise willful misconduct of any right receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. The exculpatory provisions of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect this Article 11 shall apply to any Collateral of any Borrower or any other Loan Party, without such sub-agent and to the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any Affiliates of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at and any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salesub-agent.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by each Secured Party either pursuant to the agent Transaction Documents or by their acceptance of such Lender the benefits hereof. 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 Issuing Lenders (with Indenture. Without the full power to appoint and to substitute and to delegate) on its behalfwritten consent of the Collateral Agent that would be affected thereby, no amendment, modification, termination, or in consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section, each Secured Party, by its own name as joint and several creditor or creditor acceptance of a parallel debt (as the case may be) for purposes of acquiringbenefits hereof, holding and enforcing any and all Liens on Collateral granted by agrees that it shall have no right individually to realize upon any of the Loan Parties Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of each Secured Party in accordance with the terms of this Section. Collateral Agent may resign at any time by giving thirty (30) days' prior written notice thereof to secure each Secured Party and the Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the parties holding more than 50% of the Secured Obligations, including for this purpose any unfunded commitments (the "Requisite Parties"). Upon any such notice of resignation or any such removal, the Requisite Parties shall have the right, upon five (5) Business Days' notice to the Collateral Agent, following receipt of the Grantors' consent (which shall not be unreasonable withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent under this Agreement shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such powers successor Collateral Agent such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. In this connection, After any retiring or removed Collateral Agent's resignation or removal hereunder as the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any Collateral against any Borrower or any other Loan Party or any other obligor be taken by it under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management this Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of while it was the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. The Administrative Agent shall also act (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the “collateral agent” under the Loan Documents, secured party of record and each mortgagee of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) record for purposes of acquiringthe grants of security and collateral contained in the various Loan Documents. (b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative AgentN.A., as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the agreements, instruments, insurance policies and certificates (including title policies and endorsements) and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement mortgagee of record and the rights replacement secured party of record, and (iii) authorizes the Secured Parties with respect theretoCollateral Agent, as contemplated by and in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security other Loan Documents and acknowledge to exercise such powers and agree perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement mortgagee of record and as the replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” (c) Collateral Agent agrees that it will confirm receipt (in a writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such action by any Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall bind (or shall cause its designee) to review the LendersLoan Documents constituting the custodial file (as set forth on the closing checklist of the Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto. (d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that it no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall not take or institute any actions or proceedings, judicial or otherwise, for any have the right or remedy with respect individually to seek to realize upon the security granted by any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan DocumentsDocument, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, it being understood and agreed that such rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure and remedies may be exercised solely by the Administrative Collateral Agent on any (for the benefit of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writingeach Lender) shall be entitled, with the consent or at the direction of the Required LendersServicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the purpose Debt, the Collateral Agent is hereby authorized, and hereby granted a power of bidding attorney, to execute and making settlement deliver on behalf of each Lender any Loan Documents necessary or payment of the purchase price for all or any portion appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral sold Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement. Upon request by the Collateral Agent at any such time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to use the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and apply upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the Obligations as a credit on account other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the purchase price Co-Lender Agreement. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral payable Agent that may be appointed by Lender pursuant to the Administrative terms of the Co-Lender Agreement. (f) The Collateral Agent at shall be paid an annual fee of $15,000 for its services by Borrower. For 2010, Borrower shall pay the prorated amount of such salefee to Collateral Agent on the Closing Date (i.e. services from the Closing Date forward until December 31, 2010). Commencing January 2011 and annually each January thereafter, Collateral Agent shall submit its invoice for $15,000 to Borrower for payment. Borrower shall promptly pay such invoice within ten (10) Business Days of receipt.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Agreement and the Issuing Lenders Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture, the Security Agreement and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalfthe Collateral Agent by the terms of this Indenture, or in its own name as joint the Security Agreement and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In The Collateral Agent agrees to act as such on the express conditions contained in this connectionSection 1410. The provisions of this Section 1410 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor the Issuers or any of the Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1403. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Administrative Agent, as “collateral agent” Security Agreement and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Issuers or any Subsidiary Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture, the benefits of all provisions of this Section 10 Security Agreement and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under Security Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly authorize otherwise provided in this Indenture, the Administrative Collateral Agent on shall have and may use its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral and Agent is expressly entitled to take or assert under this Indenture, the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Security Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, including the exercise of remedies pursuant to Article Five, and any right of setoff, rights on account of any banker’s lien action so taken or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect not taken shall be deemed consented to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale Trustee and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleHolders.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all The provisions of this Section 10 11.11 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1111.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, as though such co-agentsthe Collateral Agent shall not have any duties or responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, sub-agents any Holder or any Grantor, and attorneys-in-fact were no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the “collateral agent” under Collateral Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) None of the Collateral Agent or any of its respective Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with any Collateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any officer or Affiliate thereof, contained in this or any Indenture, any Collateral Document 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 or any other Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Affiliates shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture or the Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (c) The Collateral Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Issuer, any Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Grantor or its respective Affiliates (including information that may be subject to confidentiality obligations in favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any parallel debtobligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Agent to advance funds. (d) The Collateral Agent is authorized and directed to execute (i) enter into the Collateral Documents, (ii) bind the Holders on the terms as set forth in the Collateral Documents and (iii) perform and observe its obligations under the Collateral Documents. (e) The Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any and all documents action to enforce its rights under this Indenture or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (including releasesi) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent. (f) The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained (through the filing of continuation statements under the Uniform Commercial Code or otherwise) or enforced or are entitled to any particular priority, or to determine whether all or the Issuer or any Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any Collateral Document, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s own interest in the Collateral and that the rights Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the Secured Parties foregoing. (h) No provision of this Indenture or any Collateral Document shall require the Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law), (iii) the Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect theretoof any action taken, as contemplated omitted or suffered by it in good faith and in accordance with the provisions advice or opinion of this Agreement and such counsel. The grant of permissive rights or powers to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind not be construed to impose duties to act. (j) Neither the LendersCollateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Each Lender agrees that it Such acts shall include but not take be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or institute any actions or proceedings, judicial or otherwise, other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any right indirect, special or remedy with respect consequential damages (included but not limited to any Collateral against any Borrower or any other Loan Party or any other obligor under any lost profits) whatsoever, even if it has been informed of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent likelihood thereof and regardless of the Administrative Agent. In the event form of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleaction.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint and to substitute and to delegate) on its behalfof all Obligations under the Credit Agreement, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any the parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Documents (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative (a) Each of the Lenders hereby irrevocably appoints the Collateral Agent shall also act as its agent and authorizes the “collateral agent” under Collateral Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Collateral Agent by the terms of the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, Collateral Agent shall have the sole and exclusive authority to (a) [reserved]; (b) execute and deliver as Collateral Agent, each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Lenders hereby expressly authorize for purposes of perfecting and administering Liens under the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to Loan Documents, and for all other purposes stated therein and execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Collateral Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and the rights distribute payments and proceeds of the Secured Parties with respect theretoCollateral as provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as contemplated by Collateral Agent deems necessary and appropriate in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that Loan Documents, (h) take any such enforcement action by or otherwise exercise any Agent shall bind the Lenders. Each Lender agrees that it shall not take rights or institute any actions or proceedings, judicial or otherwise, for any right or remedy remedies with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any Loan Documents, applicable law or otherwise, and (i) incur and pay such expenses as Collateral Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents, Specified Swap Agreements whether or not any Specified Cash Management Agreement (includingLoan Party is obligated to reimburse Collateral Agent or Lenders for such expenses pursuant to the Loan Documents or otherwise. The provisions of this Section 22 are solely for the benefit of Collateral Agent and the Lenders, in each case, and the exercise Loan Parties and the Parent shall not have rights as a third-party beneficiary of any right of setoff, rights on account such provisions. It is understood and agreed that the use of any banker’s lien the term “agent” as used herein or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or in any other Loan PartyDocuments (or any similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, without such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Lenders irrevocably authorize Collateral Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Collateral Agent under any Loan Document (i) as required pursuant to the prior written consent Intercreditor Agreement, (ii) upon payment in full of all Loans and all other Obligations (other than contingent obligations for which no claims have been made); (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 17 above, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by clause (a) or (b) of the Administrative definition of “Permitted Liens” (it being understood that the Collateral Agent may conclusively rely on a certificate from Borrower in determining whether the Indebtedness secured by any such Lien is permitted hereunder). Upon request by Collateral Agent at any time, the Lenders will confirm in writing Agent. In the event ’s authority to release, or subordinate its interest in, particular types or items of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the this Section 22(b). Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Agent may, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of Required Lenders shall, subject to the Required Intercreditor Agreement, give blockage notices in connection with the Intercompany Subordinated Debt and each Lender hereby authorizes the Collateral Agent to give such notices. Each Lender further agrees that it will not act unilaterally to deliver such notices. (c) Sections 14.3 (Duties and Obligations), 14.4 (Reliance), 14.5 (Sub-Agents), 14.6 (Resignation), 14.7(a) (Non-Reliance), 14.8 (Not Partners or Co-Venturers; Collateral Agent as Representative of the Secured Parties) (other than the last sentence of Section 14.8(a)); 14.9 (Credit Bidding), 14.11 (Restrictions on Actions by Lenders), 14.12 (Expenses); 14.13 (Notice of Default or Event of Default), and 14.14 (Liability of Agent) of the Senior Secured Credit Agreement are hereby incorporated into this Agreement, mutatis mutandis, as a part hereof for all purposes (for the purpose avoidance of bidding doubt, with references to “Agent” in such provisions (and making settlement or payment of the purchase price defined terms used in such provisions) being deemed for all or any portion of the purposes hereof to refer to Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleAgent).

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Agent hereunder by Lenders pursuant to the agent terms and provisions of such Lender Section 9.8 of the Credit Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. 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 Issuing Lenders (with Credit Agreement. In furtherance of the full power foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by realize upon any of the Loan Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by Agent for the benefit of Secured Parties in accordance with the terms of this Section. Agent may resign at any time by giving prior written notice thereof to secure Lenders and the Grantors. Upon any such notice of resignation, Agent immediately shall be discharged from its duties and obligations under this Agreement and Requisite Lenders shall have the right, upon notice to Agent, to appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Obligationsretiring Agent under this Agreement, and the retiring Agent under this Agreement shall promptly at the Grantors’ expense (i) transfer to such successor Agent all sums and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under this Agreement, and (ii) execute and deliver to such powers successor Agent or otherwise authorize the filing of such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay be necessary in connection with the assignment to such successor Agent of the security interests created hereunder. In this connection, the Administrative After any retiring Agent’s resignation hereunder as Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any Collateral against any Borrower or any other Loan Party or any other obligor be taken by it under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management this Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative while it was Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. (a) The Administrative Secured Parties hereby: (i) irrevocably designate the Collateral Agent shall also as their agent to act on behalf of the Secured Parties as their representative and on their behalf for the purposes of all the terms of this Security Agreement and the Notes; (ii) agree and consent that the Collateral Agent be named as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) sole secured party on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligationssecurity documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent filings or notices executed or filed pursuant to Section 10.5 for purposes or in respect of holding or enforcing any Lien on this Security Agreement; and (iii) agree that the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled Agent is authorized to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute file any and all documents terminations of such documents, filings or notices at such time or times as it determines is appropriate. (including releasesb) with respect As soon as practicable following the execution and delivery of this Agreement, the Collateral Agent shall deliver this Security Agreement for registration at the Companies Registry. (c) Until the Obligations are paid and performed in full, MTIX covenants and agrees that it will, at its own expense and upon the request of the Collateral Agent, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Collateral and Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties with respect theretoand the Collateral Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Collateral Agent all such other assignments, certificates, supplemental documents, and do all other acts or things as contemplated by the Collateral Agent may reasonably request in order to more fully create, evidence, perfect, continue, and in accordance with preserve the priority of the Security Interest and to carry out the provisions of this Agreement Agreement; and the Security Documents and acknowledge and agree that (iii) either before or after an Event of Default, pay all filing fees in connection with any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take financing, continuation, or institute any actions termination statement or proceedings, judicial or otherwise, for any right or remedy other instrument with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleSecurity Interest.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the full power to appoint Collateral Agent shall, after all Obligations have been Paid in Full under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section 10. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 Agent and the powers and duties and immunities of the Bankruptcy Code (or an equivalent process in Collateral Agent are incorporated herein by this reference and shall survive any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative termination of the Lenders (but not any Lender Credit Agreement. The Collateral Agent shall have the right to appoint one or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, more sub-agents for the purpose of bidding and making settlement or payment retaining physical possession of the purchase price for all or any portion Collateral, which may be held (in the discretion of the Collateral sold at any such sale, to use and apply any Agent) in the name of the Obligations as a credit on account relevant Grantor, endorsed or assigned in blank or in favor of the purchase price for Collateral Agent or any nominee or nominees of the Collateral payable Agent or a sub-agent appointed by the Administrative Agent at such saleCollateral Agent.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 10 and Section 1111.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents Documents) as if set forth in full herein with respect thereto, and all references to Administrative Agent in this Article IX and Article XI (including Section 11.04(c)) shall, where applicable, be read as including a reference to the Administrative Agent acting as the “collateral agent”. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name to (including under any parallel debti) to execute any and all documents (including releases) with respect to the Collateral (including any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Collateral Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take Lenders and (ii) negotiate, enforce or institute settle any actions claim, action or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of proceeding affecting the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitledcapacity as such, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making which negotiation, enforcement or settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salewill be binding upon each Lender.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in its capacities Holders by acceptance of the Notes hereby acknowledge the Company’s appointment of the Collateral Agent as a potential Qualified Counterparty and a potential Cash Management Provider) the Trustee’s and the Issuing Lenders Holders’ collateral agent under this Indenture and the Security Documents, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints authorize and authorizes direct the Administrative Collateral Agent to act as execute and deliver the agent Security Documents and authorize the Collateral Agent to take such action on their behalf under the provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In The Collateral Agent agrees to act as such on the express conditions contained in this connectionSection 11.07. The provisions of this Section 11.07 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (Company or any portion thereof) granted under of the Domestic Subsidiaries shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein and in the Security Documents, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Company or any Domestic Subsidiary, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent shall not be construed to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Security Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Trustee or the Holders of a majority in aggregate principal amount of the outstanding Notes in respect of such action. The Collateral Agent shall have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of any such Person to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (b) The Collateral Agent may execute any of its duties under this Indenture and the Security Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and the written advice of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made without negligence or willful misconduct. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or the Administrative transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Guarantor contained in this Indenture or any of the Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any of the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the Security Documents, or for any failure of the Company or any Guarantor or any other party to this Indenture or any of the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any of the Security Documents or to inspect the properties, books or records of the Company or any other Pledgor. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be directed by the Trustee acting in accordance with Article 6 (subject to this Section 11.07); provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) The Collateral Agent may resign at any time by so notifying the Company and the Trustee in writing at least thirty (30) days prior to the proposed date of resignation, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The Holders of a majority in principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent, the Trustee and the Company in writing, such removal to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns or is removed under this Indenture, the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), shall appoint a successor Collateral Agent. In the case of the resignation by the Collateral Agent, if no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor Collateral Agent, which may be the same Person as the Trustee. If (i) in the case of the resignation by the Collateral Agent, no successor Collateral Agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent, and (ii) in the case of the removal of the Collateral Agent, if no successor Collateral Agent is appointed by the Trustee and consented to by the Company within thirty (30) days after the intended effective date of removal (as stated in the notice of removal), then in each case the Company or the Holders of at least 10% in principal amount of the then outstanding principal amount of the Notes shall be entitled to petition at the expense of the Company a court of competent jurisdiction to appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Indenture and the Security Documents. The successor Collateral Agent shall mail a notice of its succession to the Trustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, provided that all sums owing to the retiring Collateral Agent hereunder have been paid. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 11.07(e), the Company’s obligations under this Section 11.07 and Section 11.12 shall continue for the benefit of the retiring Collateral Agent. (f) Except as otherwise explicitly provided herein or in the Security Documents, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (g) The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the Collateral Agent to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its behalf and/or obligations under such Security Documents. (h) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders (and the Trustee shall have no obligation whatsoever to the Holders) to assure that the Collateral exists or is owned by the Company and the other Pledgors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by an authorized officer, unless it is proved that the Collateral Agent was negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Company (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law), and (iii) may consult with counsel of its selection and the advice or opinion of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) It is hereby understood that the Dutch Parallel Debt (as defined in the Dutch Pledge Agreement) has been included in the Dutch Pledge Agreement for the purpose of determining the secured obligations in any Collateral that is governed by Dutch law, and in relation to such Dutch Parallel Debt: (i) the Collateral Agent, solely for the legal purposes required under Dutch law, shall act in its own name and not as agent of any Secured Party (including under any parallel debt) to execute any and all documents (including releases) with respect to but always for the Collateral and the rights benefit of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement Indenture, the Notes and the Security Documents Documents); (ii) the rights, powers and acknowledge authorities vested in the Collateral Agent pursuant to this Indenture, the Notes, the Security Documents, the Subsidiary Guarantees and agree that any such action other agreements or instruments required to be executed pursuant to the terms thereof are subject to any restrictions imposed by any mandatory Dutch law; and (iii) the Collateral Agent shall bind be entitled to accept the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any Dutch Parallel Debt on behalf of each of the Loan DocumentsSecured Parties, Specified Swap Agreements notwithstanding the foregoing. (k) If the Collateral Agent resigns or any Specified Cash Management Agreement is removed in accordance with this Section 11.07, EOC shall execute such documents and take such other action as is necessary or desirable (includingor as may otherwise be requested by the Trustee) in connection with the substitution, in each caseaccordance with Applicable Law, of the successor Collateral Agent as creditor of the Dutch Parallel Debt and as beneficiary of the Dutch Pledge Agreement securing the Dutch Parallel Debt. (l) If the Collateral Agent consolidates with, or merges or converts into, or transfers or sells all or substantially all of its corporate trust business or assets to, another corporation or banking association, the exercise successor corporation or banking association without any further act shall be the successor Collateral Agent. As soon as practicable, the successor Collateral Agent shall mail a notice of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect its succession to any Collateral of any Borrower or any other Loan Party, without the prior written consent Company and the Holders of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleNotes.

Collateral Agent. (a) The Administrative Agent shall also act Collateral will be pledged pursuant to the Security Documents to the collateral agent named in the Collateral Trust Agreement, as collateral agent (the “Collateral Agent”), on behalf of the holders of the Notes and all holders of future Parity Lien Obligations. Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents as the “collateral agent” same may be in effect or as may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent and the Trustee, as applicable, to enter into and perform their respective obligations and exercise their respective rights under the Loan DocumentsSecurity Documents in accordance therewith, and each of to bind the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien Holders on the Collateral (or any portion thereof) granted under terms set forth in the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents documents, amendments, waivers, consents, releases or other instruments required or authorized to be executed by it pursuant to the terms thereof. (including releasesb) with respect Subject in all respects to the terms of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the other Security Documents, the Collateral Agent will hold (directly or through co-trustees or agents), and will be entitled to enforce on behalf of the Holders of Notes and the holders of all other Parity Lien Obligations, all Liens on the Collateral. (c) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (d) In acting as Collateral Agent or Co-Collateral Agent, the Collateral Agent and each Co-Collateral Agent may rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (e) At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the rights of the Secured Parties with respect thereto, as contemplated by and Security Documents. (f) The Collateral Agent may resign or may be removed in accordance with the provisions of this Agreement set forth in the Collateral Trust Agreement. (g) This Article 11 and the provisions of each Security Documents Document are subject to the terms, conditions and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, benefits set forth in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleTrust Agreement.

Collateral Agent. The Administrative (a) Subject to the provisions of Section 11.01 as to the Trustee only, neither the Trustee, nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders be responsible or liable (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may bei) for purposes the legality, enforceability, effectiveness or sufficiency of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for exercising any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so; except, in the case of the Collateral Agent, to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Agent, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (iv) for the legality, enforceability, effectiveness or sufficiency of the Subordination Agreement, or any subordination agreement or other similar agreement entered into in connection with this Indenture. (b) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in Article 11, are extended to the Collateral Agent, and its agents, receivers and attorneys, and shall be enforceable by, the Collateral Agent, as if fully set forth in this Section 13.06 with respect to the Collateral Agent, except that the Collateral Agent shall only be liable for (and shall be indemnified and held harmless to the extent such Losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any Security Document or the Subordination Agreement, the Collateral Agent shall enjoy the rights, privileges, protections, immunities and benefits that are extended to the Collateral Agent hereunder. (c) The Collateral Agent will not have any duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Indenture, the other Collateral Documents to which the Collateral Agent is a party and the Subordination Agreement. The use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any Security Document at the request, order or direction of the Holders pursuant to the provisions of this Indenture or any Security Document, unless such representative or other party shall have furnished to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the fees, costs, expenses and remedies thereunder liabilities including attorneys’ fees and expenses which may be incurred therein or thereby. The permissive authorizations, entitlements, powers and rights granted to the Collateral Agent in this Indenture and the Security Documents shall not be construed as duties. Delivery of reports, documents and other information to the Collateral Agent is for informational purposes only and the Collateral Agent’s receipt of the foregoing shall not constitute actual or constructive knowledge of any event or circumstance or any information contained therein or determinable from information contained therein. (d) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. In addition, the Collateral Agent will 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 maintaining the perfection of any Liens on the Collateral. If, at the direction of the Administrative AgentHolders of at least a majority of the aggregate principal amount of Notes then Outstanding, the Trustee or Collateral Agent files or records any Security Documents or any related UCC financing statement or other similar documents, such filing or recording by the Trustee or Collateral Agent at the direction of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall be entitled deemed done by Trustee or Collateral Agent without representation or warranty by the Trustee or the Collateral Agent (and the Trustee and the Collateral Agent disclaim any representation or warranty as to the benefits of all provisions of this Section 10 and Section 11validity, as though such co-agentseffectiveness, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoingpriority, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial perfection or otherwise, for any right or remedy with respect ). The Collateral Agent will be deemed to any Collateral against any Borrower or any other Loan Party or any other obligor under any of have exercised reasonable care in the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any custody of the Collateral pursuant in its possession if the Collateral is accorded treatment substantially equal to that which it accords property held by it as a public collateral agent or private sale any similar arrangement, and the Collateral Agent will not be liable or a sale responsible for any loss or diminution in the value of any of the Collateral pursuant to Section 363 by reason of the Bankruptcy Code act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (e) The Collateral Agent shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby. (f) The Collateral Agent shall not be required to acquire title to an equivalent process asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Agent is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Agent in its sole discretion believes that any foreign jurisdiction)obligation to take or omit to take any action may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Administrative Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or any Lender may be to arrange for the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative transfer of the Lenders (but not any Lender title or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction control of the Required Lenders, asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for the purpose of bidding and making settlement or payment of the purchase price for all any environmental liability or any portion environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral sold at Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (g) The Collateral Agent may resign or be replaced in accordance with the procedures set forth in Section 11.10 hereof, except that references to the Trustee in such salesection shall be deemed to be references to the Collateral Agent for this purpose. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Agent. (h) At all times when the Person serving as Trustee is not itself also serving as the Collateral Agent, the Company shall deliver to use the Trustee copies of all Security Documents delivered to the Collateral Agent and apply any copies of all documents delivered to the Obligations as a credit on account of Collateral Agent pursuant to the purchase price for any Collateral payable by the Administrative Agent at such saleSecurity Documents.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providera) and the Issuing Lenders Each Lender hereby irrevocably appoints the DPDF Lender (together with any successor collateral agent appointed by DPDF Lender or any successor collateral agent that was appointed by the Required Lenders), as Collateral Agent hereunder and under the other Transaction Documents and authorizes the Administrative Collateral Agent to (i) act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral (as defined in the Guaranty and Security Agreement) granted by any of the Loan Credit Parties to secure any of the Obligations, together with (ii) execute and deliver the Transaction Documents to which it is a party and accept delivery thereof on its behalf from any Credit Party, (iii) take such other actions on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Collateral Agent under the Transaction Documents, including without limitation, file any financing statements in a representative capacity, and (iv) exercise such powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary contained elsewhere in this connectionAgreement or in any other Transaction Document, the Administrative AgentCollateral Agent shall not have any duty or responsibility except those expressly set forth herein or therein; nor shall Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, as “collateral agent” and any co-agentsno implied covenants, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding functions, responsibilities, duties, obligations or enforcing any Lien on the Collateral (liabilities shall be read into this Agreement or any portion thereof) granted under the Security Documents, other Transaction Document or for exercising any rights and remedies thereunder at the direction of the Administrative otherwise exist against Collateral Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoingforegoing sentence, the use of the term “collateral agent” or “agent” herein and in other Transaction Documents with reference to Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Section 6.17 are solely for the benefit of the Collateral Agent and the Lenders hereby expressly authorize and none of the Administrative Agent on its behalf and/or in its own name (including under Borrower or the other Credit Parties shall have any parallel debt) to execute rights as a third party beneficiary of any and all documents (including releases) of the provisions of this Section 6.17, except with respect to the Collateral and the Borrower’s consultation rights of the Secured Parties with respect thereto, as contemplated by and in accordance connection with the provisions appointment of a successor Collateral Agent as set forth in Section 6.17(h) hereof. In performing its functions and duties under this Agreement and the Security Documents and acknowledge and agree that any such action by any other Transaction Documents, Collateral Agent shall bind the Lenders. Each Lender agrees that it act solely as collateral agent of Lenders and does not assume and shall not take be deemed to have assumed any obligation toward or institute any actions relationship of agency or proceedings, judicial trust with or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Credit Party. Collateral Agent shall have the same rights and powers under the Transaction Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Collateral Agent, and Collateral Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Credit Party, Affiliate of any Credit Party as if it were not Collateral Agent hereunder. (b) Collateral Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, subagents, employees or attorneys in fact, and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties and any Person shall benefit from this Section 6.17. Collateral Agent shall not be responsible for the negligence or misconduct of any agent, subagent or attorney in fact that it selects in the absence of gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. (c) Neither Collateral Agent nor any of its directors, officers, employees, attorneys, advisors, representatives or agents shall (i) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, non-appealable judgment of a court of competent jurisdiction), or (ii) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or Affiliate of any Credit Party, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Credit Party or any other obligor party to any Transaction Document to perform its obligations (including the Obligations) hereunder or thereunder. Collateral Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the Loan agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of any Credit Party or any Credit Party’s Affiliates. (d) Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Credit Party), independent accountants and other experts selected by Collateral Agent. Collateral Agent shall be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify Collateral Agent against any and all liabilities and expenses (including any fees and expenses of counsel to Collateral Agent) that may be incurred by it by reason of taking or continuing to take any such action. Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Transaction Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. (e) Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default, unless Collateral Agent shall have received written notice from a Lender or any Credit Party referring to this Agreement and the other Transaction Documents, Specified Swap Agreements describing such Event of Default or Default and stating that such notice is a “notice of default.” Collateral Agent shall take such action with respect to such Event of Default or Default as the Required Lenders may direct; provided that, unless and until Collateral Agent has received any Specified Cash Management Agreement (includingsuch request, in each case, the exercise of Collateral Agent shall not take any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)such action, or institute refrain from taking any actions or proceedings, or otherwise commence any remedial proceduressuch action, with respect to such Event of Default or Default. (f) Each Lender acknowledges that Collateral Agent has not made any representation or warranty to it, and that no act by Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Credit Parties or any of their Subsidiaries, shall be deemed to constitute any representation or warranty by Collateral Agent to any Lender as to any matter, including whether Collateral Agent has disclosed material information in its possession. Each Lender represents to Collateral Agent that it has, independently and without reliance upon Collateral Agent 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 Borrower and the other Credit Parties, and made its own decision to enter into this Agreement and the other Transaction Documents and to extend credit to Borrower hereunder and under the other Transaction Documents. Each Lender also represents that it will, independently and without reliance upon Collateral Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary or appropriate to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Credit Parties. Except for notices, reports and other documents expressly herein or in the Guaranty and Security Agreement required to be furnished to the Lenders by Collateral Agent, Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of Borrower or any other Loan PartyCredit Party that may come into the possession of Collateral Agent. (g) Other than with respect to the matters described in clause (i) below, which shall be governed by such clause, whether or not the transactions contemplated hereby are consummated, each Lender shall severally indemnify upon demand Collateral Agent and its directors, officers, partners, employees, attorneys, advisors, representatives and agents (to the extent not reimbursed by or on behalf of any Credit Party and without limiting the prior written consent obligation of the Administrative Agent. In Credit Parties to do so), according to its Pro Rata Share, from and against any and all losses, claims (including the event of a foreclosure by the Administrative Agent on reasonable attorneys’ fees incurred in defending against such claims), damages, liabilities, penalties or other expenses arising out of, or relating to, any of the Collateral Agent’s duties, responsibilities or actions set forth in or that taken pursuant to a public or private sale or a sale the Transaction Documents; provided that no Lender shall be liable for any payment to any such Person of any portion of the Collateral pursuant foregoing to Section 363 the extent determined by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s gross negligence or willful misconduct. No action taken (or in refraining from having taken action) in accordance with the directions of the Bankruptcy Code Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 6.17(g). Without limitation of the foregoing, each Lender shall reimburse Collateral Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses incurred by Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or an equivalent process otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any foreign jurisdiction), the Administrative Agent other Transaction Document or any Lender may be document contemplated by or referred to herein or therein, to the purchaser extent that Collateral Agent is not reimbursed for such fees, costs and expenses by or on behalf of the Credit Parties. The undertaking in this Section 6.17(g) shall survive repayment of the Loans and the other Obligations, any foreclosure under, or modification, release or discharge of, any or all of such Collateral at any such sale the Transaction Documents, termination of this Agreement or the other Transaction Documents and the Administrative resignation or replacement of Collateral Agent. (h) Collateral Agent may resign as Collateral Agent upon thirty (30) days’ notice to the Lenders and Borrower, and the Required Lenders have the right, at their sole election, to remove the Person serving as Collateral Agent upon ten (10) days’ notice to Collateral Agent (or immediately upon any material breach of Collateral Agent of its obligations under the Transaction Documents). If Collateral Agent resigns under this Agreement or the Required Lenders remove the Person serving as Collateral Agent, as agent the Required Lenders (in consultation with the Borrower) shall appoint from among the Lenders a successor Collateral Agent for such successor Collateral Agent and representative the Lenders. If no successor Collateral Agent is appointed prior to the effective date of the resignation or removal of Collateral Agent, Collateral Agent may appoint, after consulting with the Lenders and the Borrower, a successor Collateral Agent from among the Lenders. Upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring or removed Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent, and the retiring or removed Collateral Agent’s appointment, powers and duties as Collateral Agent shall be immediately and automatically terminated at such time. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Section 6.17 shall inure to its benefit (but not any Lender or Lenders in its capacity as Collateral Agent) as to any actions taken or their respective individual capacities unless omitted to be taken by it while it was Collateral Agent under this Agreement and the other Transaction Documents. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date that is thirty (30) days following a retiring Collateral Agent’s notice of resignation (or at the time of removal of a Person as Collateral Agent), the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction perform all of the duties of Collateral Agent hereunder until such time, if any, as the Required Lenders, Lenders appoint a successor Collateral Agent as provided for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleabove.

Collateral Agent. The Administrative Agent shall also act Investor hereby (a) appoints Smithfield Fiduciary LLC, as the “collateral agent” agent hereunder, under the Loan Notes and under the other Security Documents (in such capacity, the "COLLATERAL AGENT"), and (b) authorizes the Collateral Agent (and the officers, directors, employees and agents of Highbridge Capital Management, LLC ("HIGHBRIDGE CAPITAL"), its trading manager) to take such action on such Investor's behalf in accordance with the terms hereof and thereof. Neither the Collateral Agent nor Highbridge Capital shall have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of any Investor. Neither the Collateral Agent, Highbridge Capital nor any of their respective officers, directors, employees and agents shall have any liability to any Investor for any action taken or omitted to be taken in connection herewith or with any other Transaction Document except to the extent caused by its own gross negligence or willful misconduct, and each Investor agrees to defend, protect, indemnify and hold harmless the Collateral Agent, Highbridge Capital and all of their respective officers, directors, employees and agents (collectively, the "COLLATERAL INDEMNITEES") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Indemnitee of the Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, pursuant hereto or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Transaction Documents. The Collateral Agent shall not be required to secure exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the ObligationsHolders of a majority in principal amount of the Notes then outstanding, together with and such powers and discretion as are reasonably incidental thereto. In this connectioninstructions shall be binding upon all Holders of Notes; PROVIDED, HOWEVER, that the Administrative Collateral Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on exposes the Collateral (Agent or Highbridge Capital to liability or which is contrary to this Agreement or any portion thereof) granted under the Security Documents, other Transaction Document or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, applicable law. The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the benefits of all provisions of this Section 10 proper Person, and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of all matters pertaining to this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documentsother Transaction Documents and its duties hereunder or thereunder, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise upon advice of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure counsel selected by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleit.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 9 and Section 1110, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any the Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.-143-

Collateral Agent. (a) Each Purchaser who will purchase FILO C Notes (in its capacity as a Purchaser and, upon issuance of the FILO C Notes, in its capacity as a FILO C Note Holder) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “FILO C Collateral Agent”), and (ii) authorizes the FILO C Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the FILO C Notes Obligations as set forth therein. Each Purchaser who will purchase JSC Notes or Management JSC Notes (in its capacity as a Purchaser and, upon issuance of the JSC Notes and the Management JSC Notes, in its capacity as a JSC Note Holder and/or Management JSC Note Holder, as applicable) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “JSC Collateral Agent”), and (ii) authorizes the JSC Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the JSC Notes Obligations and the Management JSC Notes Obligations as set forth therein. The Administrative Collateral Agent shall also act as not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the “collateral agent” under Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Loan DocumentsSecurity Documents except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, pursuant hereto or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, . (b) The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) business days prior written notice to Parent and each holder of the Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below. Upon any such notice of resignation, the Required Holders shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the Collateral Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 115.5 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) business day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agentsthe Required Holders appoint a successor Collateral Agent as provided above. (d) Parent hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the Required Holders or the Collateral Agent (or its successor), sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) from time to execute any and all documents (including releases) with respect time pursuant to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions terms of this Agreement Section 5.5, to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having Parent agree to indemnify any successor Collateral Agent and by each of Parent executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take reasonably requested or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure required by the Administrative Agent on any of the successor Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture, the Security Documents and the Issuing Lenders (with the full power to appoint Intercreditor Agreement and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalfthe Collateral Agent by the terms of this Indenture, or in its own name as joint the Security Documents and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsIntercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all express conditions contained in this Section 10.06. The provisions of this Section 10 10.06 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Issuers or Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1110.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, as though such co-agentsthe Security Documents and the Intercreditor Agreement, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in full herein herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with respect theretothe Trustee, any Holder, any Issuer or any Subsidiary of the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture, the Security Documents and the Intercreditor Agreement, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Collateral Agent may execute any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made without gross negligence or willful misconduct (c) None of the Collateral Agent, any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with any Security Document or Intercreditor Agreement or the transactions contemplated thereby (including except for its own negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by any Issuer or any Subsidiary Guarantor, officer or Related Person thereof, contained in this or any Indenture, 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 or any other Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Issuer, Subsidiary Guarantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Related Persons shall be under any parallel debtobligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Issuer or Subsidiary Guarantor. (d) The Collateral Agent shall be entitled to execute rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Issuer or Subsidiary Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this or any other Indenture, the Security Documents or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all documents liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this or any other Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request or consent of the Trustee and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (including releasese) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or an Issuer or Subsidiary Guarantor referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Trustee in accordance with Article 6 (subject to this Section 10.11); provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (f) Deutsche Bank Trust Company Americas and its respective Affiliates (and any successor Collateral Agent and its affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Issuer or Subsidiary Guarantor and its Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Deutsche Bank Trust Company Americas or its respective Affiliates (and any successor Collateral Agent and its affiliates) may receive information regarding any Issuer or Subsidiary Guarantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any such Issuer, Subsidiary Guarantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Deutsche Bank Trust Company Americas (or any successor Collateral Agent) to advance funds. (g) The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Trustee and the Issuers and the Guarantors, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), shall appoint a successor Collateral Agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Agreement Section 10.06 (and Section 10.7) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture. The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents and acknowledge and agree that any such action by any or the Intercreditor Agreement, neither the Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under nor any of the Loan Documentsits respective officers, Specified Swap Agreements directors, employees or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim agents or other rights of self-help)Related Persons shall be liable for failure to demand, collect or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on realize upon any of the Collateral pursuant or for any delay in doing so or shall be under any obligation to a public sell or private sale or a sale otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all exercise of such powers, and neither the Collateral at Agent nor any such sale and the Administrative Agentof its officers, as agent for and representative of the Lenders (but not any Lender directors, employees or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) agents shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price responsible for any Collateral payable by the Administrative Agent at such saleact or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.

Collateral Agent. The Administrative DELAWARE TRUST COMPANY, as Collateral Agent shall also act By: Name: Title: THIS PLEDGE AMENDMENT, dated as of , 20 , is delivered by [NAME OF PLEDGOR] (the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management ProviderPledgor”) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 5.1 of the Security Agreement referred to herein below. The Pledgor hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated as of [ ], 20[ ] (as amended, modified, restated or supplemented from time to time, the “Security Agreement,” capitalized terms defined therein being used herein as therein defined) made by the Pledgor in favor of , as trustee and collateral agent for purposes the Holders under the Indenture referred to below (in its capacity as trustee and together with its successors and assigns in such capacity, the “Trustee” and in its capacity as collateral agent and together with its successors and assigns in such capacity, the “Collateral Agent”), and that the Equity Interests listed on Annex A to this Pledge Amendment shall be deemed to be part of holding or enforcing any Lien on the Equity Interests within the meaning of the Security Agreement and shall become part of the Collateral (or any portion thereof) granted under and shall secure all of the Secured Obligations as provided in the Security Documents, or for exercising any rights Agreement. The Pledgor hereby confirms that all representations and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if warranties set forth in full herein with respect thereto. Without limiting the generality Sections 3.1, 3.2, 3.4, 3.5 and 3.7 of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any Security Agreement are true and all documents (including releases) correct with respect to the Collateral Equity Interests listed on Annex A to this Pledge Amendment. This Pledge Amendment and its attachments are hereby incorporated into the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Security Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lendersmade a part thereof. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any [ACQUIRED SUBSIDIARY] By: Name: Title: Name of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement Issuer Type of Interests Certificate No. (including, if applicable) No. of Shares/Units (if applicable) Percentage of Outstanding Interests in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Issuer

Collateral Agent. (a) The Administrative Agent shall also Secured Party is appointed and authorized to act as collateral agent hereunder (the “collateral agent” under the Loan DocumentsCollateral Agent”), and to enter into each of the Lenders instruments, documents and agreements, including any pledge agreement, guaranty, financing statements, mortgage, Account Control Agreement or any other Loan Document (collectively with this Agreement, the “Financing Documents”), to which it is a party as agent (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providercollateral agent) on behalf of any holders of the Obligations (collectively, the “Holders”) and to take such actions as Collateral Agent on the Issuing Lenders hereby irrevocably appoints and authorizes Holders’ behalf under the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint Financing Documents and to substitute and exercise such powers under the Financing Documents as are delegated to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt the Collateral Agent (as agent, secured party or otherwise) by the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligationsterms thereof, together with all such powers and discretion as are reasonably incidental thereto. In The Collateral Agent shall take such action under this connectionAgreement and/or any other Loan Documents as the Collateral Agent shall reasonably be directed by the Holders in accordance with the terms of the Purchaser Transaction Documents. The Secured Party is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents to which it is a party or which run in its favor on behalf of the Holders; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without the unanimous written consent of the Holders. (b) Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor, the Administrative AgentHolders shall indemnify the Collateral Agent (to the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), as “collateral agent” ratably (based on the ratio of the amount of Obligations a Holder holds to the aggregate Obligations held by all Holders) from and against any co-agentsand all liabilities, sub-agents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 disbursements of any kind whatsoever, including, for purposes of holding clarification, all taxes, which may at any time (including at any time following the payment in full of the Note and the termination or enforcing resignation of the Collateral Agent) be imposed on, incurred by or asserted against the Collateral Agent in any Lien way relating to or arising out of this Agreement, any other Transaction Document or any document contemplated hereby or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided, however, that the Holders shall not be liable for the payment to the Collateral Agent of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Collateral Agent’s gross negligence or willful misconduct. In addition, the Holders shall reimburse the Collateral Agent upon demand for its ratable share (based on the ratio of the amount of Obligations a Holder holds to the aggregate Obligations held by all Holders) of any costs or out-of-pocket expenses (including attorney costs) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any portion thereof) granted under document contemplated hereby or referred to herein to the Security Documents, extent that the Collateral Agent is not reimbursed for such expenses by or for exercising any rights and remedies thereunder at the direction on behalf of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCompany. Without limiting the generality of the foregoing, if any Governmental Authority of any jurisdiction asserts a claim that the Lenders hereby expressly authorize Collateral Agent did not properly withhold tax from amounts paid to or for the Administrative account of a Holder (because the appropriate form was not delivered, was not properly executed, or because such Holder failed to notify the Collateral Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), the Holders shall indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on its behalf and/or in its own name the amounts payable to the Collateral Agent under this Section 5.12(b), together with all related costs and expenses (including attorney costs). The obligation of the Holders in this Section 5.12(b) shall survive the payment of all Obligations. (c) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or any event that with the giving of notice or passage of time would constitute a Event of Default unless the Collateral Agent shall have received written notice from the Holders describing such Event of Default or event that with the giving of notice or passage of time would constitute a Event of Default and stating that such notice is a “notice of default”. Upon the occurrence and continuance of a Event of Default, or an event that with the giving of notice or passage of time would constitute a Event of Default, the Collateral Agent shall take such action under this Agreement and/or any parallel debt) to execute any and all documents (including releases) other Purchaser Transaction Documents with respect to such Event of Default or event that with the giving of notice or passage of time would constitute a Event of Default as the Collateral Agent shall reasonably be directed by the Holders in accordance with the terms of the Purchaser Transaction Documents; provided that, unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or event that with the giving of notice or passage of time would constitute a Event of Default as the Collateral Agent shall deem advisable in the best interests of the Holders. In taking such action or refraining from taking such action without specific direction from the Holders, the Collateral Agent shall use the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (d) Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the rights of the Secured Parties with respect thereto, Party or the Holders to exercise any remedy provided in this Agreement or any other Transaction Document. (e) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and/or under the other Purchaser Transaction Documents at any time by giving five (5) Business Days’ prior written notice to the Holders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to Section 5.12(f) below or as contemplated otherwise provided below. (f) Upon (i) Holders’ receipt of a notice of resignation by and the Collateral Agent in accordance with Section 5.12(e) above, or (ii) written notice by the Holders to the Collateral Agent of Holders’ election to remove the existing Collateral Agent and appoint a successor Collateral Agent, the Holders shall have the right to appoint a successor Collateral Agent. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and notice of such acceptance to the retiring Collateral Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, the retiring Collateral Agent’s resignation shall become immediately effective and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder and under the other Purchaser Transaction Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in this paragraph). If no such successor shall have been so appointed by the Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation or the Holders give notice of their election to replace the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Holders (but without any obligation) appoint a successor Collateral Agent without the consent of the Holders. From and following the expiration of such thirty (30) day period, the Collateral Agent shall have the exclusive right without any Person’s consent, upon one (1) Business Days’ notice to the Holders, to make its resignation or removal effective immediately. From and following the effectiveness of such notice, (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Purchaser Transaction Documents and (ii) all actions, payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to the Holders directly, until such time as the Holders appoint a Collateral Agent as provided for above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any retiring Collateral Agent and its sub-agents after the Security effectiveness of its resignation or removal hereunder and under the other Purchaser Transaction Documents and acknowledge and agree that in respect of any such action actions taken or omitted to be taken by any of them while the retiring Collateral Agent shall bind was acting or was continuing to act as Collateral Agent. (g) If pursuant to any Financing Document the Lenders. Each Lender agrees that it shall not take Collateral Agent is given the discretion to allocate proceeds received by the Collateral Agent pursuant to the exercise of remedies under the Financing Documents or institute any actions at law or proceedings, judicial or otherwise, for any right or remedy in equity (including without limitation with respect to any secured creditor remedies exercised against the Collateral against any Borrower or and any other Loan Party or any other obligor collateral security provided for under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdictionFinancing Document), the Administrative Collateral Agent or any Lender may be shall apply such proceeds to the purchaser then outstanding Obligations in the following order of any or all of such Collateral at any such sale priority (with amounts received being applied in the numerical order set forth below until exhausted prior to the application to the next succeeding category and the Administrative Agent, as agent for and representative each of the Lenders Holders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth below): first, to payment of fees, costs and expenses (but not any Lender or Lenders in its or their respective individual capacities unless including reasonable attorney’s fees) owing to the Required Lenders shall otherwise agree in writingCollateral Agent; second, to payment of all accrued unpaid interest and fees (other than fees owing to the Collateral Agent) shall be entitledon the Obligations; third, with the consent or at the direction to payment of principal of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Obligations;

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty Hedge Bank and a potential Cash Management ProviderBank) and the Issuing Lenders L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10 and Section 1110.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect ; provided that to the Collateral and extent an L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as an L/C Issuer, only the rights of the Secured Parties with respect thereto, as contemplated by and Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with the this Section 9.01. The provisions of this Agreement Article IX shall survive the payment in full of the Finance Obligations, the termination of the Commitments and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any termination of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salethis Agreement.

Collateral Agent. (a) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent agrees to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all express conditions contained in this Section 12.12. The provisions of this Section 10 12.12 are solely for the benefit of the Collateral Agent (and Section 11where provided, the Trustee) and none of the Holders, the Issuer nor any of the Guarantors shall have any rights as though such co-agentsa third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, sub-agents the Security Documents and attorneys-in-fact were the “collateral agent” under Intercreditor Agreements, the Loan Documents as if duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in full herein the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the other Notes Documents. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) None of the Collateral Agent or any of its respective related persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize (except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction) or under or in connection with any Notes Document or the Administrative transactions contemplated thereby. Beyond the exercise of reasonable care in the custody and preservation thereof, the Collateral Agent on its behalf and/or will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own name property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Collateral Agent in good faith, except to the extent that such liability arises from the Collateral Agent’s gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction. 3 NTD: Covered by the security agreement. (including c) The Collateral Agent shall be fully justified in failing or refusing to take any action under any parallel debt) this Indenture and the other Notes Documents unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to execute its satisfaction by the Holders against any and all documents loss, liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture and the Notes Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (including releasesd) Wilmington Trust, National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. None of the Trustee, the Collateral Agent nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with respect regard to the Collateral or any part thereof. The Collateral Agent and Trustee shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. (e) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any Notes Document other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or as instructed pursuant to the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. (f) Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreements or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this paragraph (f) if it no longer reasonably deems any indemnity, security or undertaking from the Issuers or the Holders to be sufficient. (g) For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agreements or the Notes Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee or as instructed pursuant to the Security Documents. After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Notes Documents. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, the Collateral Agent shall be entitled to refrain acting unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes (accompanied by, if requested, indemnity or security satisfactory to the Collateral Agent), and the rights Collateral Agent shall not incur liability to any Person by reason of so refraining. (h) Notwithstanding anything to the contrary in this Indenture or any other Notes Document, in no event shall the Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the Secured Parties with respect theretosecurity interests or Liens intended to be created by this Indenture or the other Notes Documents (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent or the Trustee be responsible for, and neither the Collateral Agent nor the Trustee makes any representation regarding, (i) the validity, effectiveness, enforceability or priority of any of the Notes Documents or the security interests or Liens intended to be created thereby, (ii) the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, the Issuer’s or Guarantors’ rights therein, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein, or (iii) any failure or delay in performance or any breach by the Issuer or any other Guarantor under this Indenture or the Notes Documents or for any failure of any obligor to perform its Obligations under this Indenture or the Notes Documents. (i) By its acceptance of the Notes, each Holder is deemed to have consented to the terms of the Intercreditor Agreements and the other Notes Documents, and authorized and directed the Collateral Agent and the Trustee to execute, deliver and perform its obligations under each Security Document and Intercreditor Agreement to which it is a party. (j) Whether or not expressly provided in any Security Document, in entering into and performing under any Security Document, the Trustee and Collateral Agent, as contemplated by applicable, shall be entitled to all of the rights, privileges, immunities or indemnities granted to them under this Indenture, as if the provisions herein setting forth such rights, privileges, immunities or indemnities were set forth therein. (k) The Collateral Agent may resign or be removed and a successor be appointed in accordance with the provisions of this Agreement Sections 7.08 and 7.09, with the Security Documents and acknowledge and agree that any such action by any references therein to “Trustee” deemed to be references to “Collateral Agent.” (l) The Trustee or the Collateral Agent shall bind not be responsible for the Lenders. Each Lender agrees that it shall not take existence, genuineness or institute any actions value (or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any diminution of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale value) of any of the Collateral pursuant to Section 363 or for the validity, perfection, priority or enforceability of the Bankruptcy Code Liens in any of the Collateral, whether impaired by operation of law or by reason of any action on its part hereunder, except to the extent such action constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent as determined by a final order of a court of competent jurisdiction, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or refiling any financing statement (or an equivalent process amendment thereto), continuation statement, termination statement, document, instrument or other notice in any foreign jurisdiction)public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. Beyond the exercise of reasonable care in the custody thereof, the Administrative Trustee and the Collateral Agent shall have no duty as to any Collateral in their possession or control or in the possession or control of any agent or bailee or any Lender may income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the purchaser custody of the Collateral in their possession if the Collateral is accorded treatment substantially equal to that which they accord their own property and 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 all omission of such any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral at any such sale and the Administrative Agent, as agent for the case may be, in good faith. The Trustee and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, Agent shall have no duty to use and apply ascertain or inquire as to the performance or observance of any of the Obligations terms of this Indenture or the Security Documents by the Issuer or the Guarantors. (m) The Trustee or the Collateral Agent, in giving any consent or approval under the Security Documents, shall be entitled to receive, as a credit condition to such consent or approval, an Officer’s Certificate stating that the action or omission for which consent or approval is to be given is authorized and permitted according to the terms of this Indenture and the Security Documents, and the Trustee or the Collateral Agent shall be fully protected in giving such consent or approval on account the basis of the purchase price for any Collateral payable by the Administrative Agent at such saleOfficer’s Certificate.

Collateral Agent. The (a) Representative (on behalf of Holders), Administrative Agent shall also (on behalf of Lenders), and RHINOS Holders appoint Bank of America, N.A. as Collateral Agent to serve as nominee and agent for Holders, Lenders, and RHINOS Holders and to act in their names and on their behalf in and under this Charge and with respect to the Security Assets in accordance with this Clause 25. Collateral Agent accepts such appointment. Collateral Agent is hereby specifically authorized by Holders, Lenders, and RHINOS Holders: (i) to enter into this Charge on behalf of Holders, Lenders, and RHINOS Holders and to act as Holders', Lenders', and RHINOS Holders' nominee and on Holders', Lenders', and RHINOS Holders' behalf in and under this Charge; (ii) to hold the “collateral agent” under Security Assets and proceeds therefrom ever delivered to, or received by, Collateral Agent to secure the Loan DocumentsSecured Obligations, as agent and bailee for each Holder, each Lender, and each RHINOS Holder for all purposes; (iii) to take such action with respect this Charge and the Security Assets (including, without limitation, the exercise of any remedies hereunder or the release of all or any part of the Lenders (including in its capacities Security Assets), as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes directed by the Administrative Agent without the consent or approval of any Holder or any RHINOS Holder; (iv) to act as receive all documents and items to be furnished to Holders, Lenders, and RHINOS Holders under this Charge; (v) to be the agent secured party, mortgagee, beneficiary, recipient, chargee, and similar party in respect of such Lender the Security Assets for the benefit of Holders, Lenders, and the Issuing Lenders RHINOS Holders; (vi) to promptly distribute to Representative and Administrative Agent all material information, requests, documents, and items received from Chargor under this Charge; (vii) to promptly distribute (in accordance with the full power application of payment provided in this Charge) to appoint and Representative (for the benefit of Holders), to substitute and to delegate) on its behalfAdministrative Agent (for the benefit of Lenders), or in its own name as joint and several creditor or creditor of a parallel debt (to RHINOS Holders, as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any proceeds of the Loan Parties Security Assets; (viii) to secure take any action that may be necessary to perfect and maintain the perfection and priority of the ObligationsHolders', together with Lenders', and RHINOS Holders' liens in and to the Security Assets; and (ix) to exercise such additional powers and discretion as are reasonably incidental theretoto the performance of the foregoing. In However, Collateral Agent may not be required to take any action that exposes it to personal liability or that is contrary to any agreement or applicable law. (b) Collateral Agent may perform any of its duties or exercise any of its rights hereunder by or through its affiliates and representatives. Collateral Agent (and its representatives) (a) is entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel it has selected, (b) is not deemed to have notice of the occurrence of an Event of Default unless a responsible officer of Collateral Agent who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or has been notified by Representative or Administrative Agent, and (d) is entitled to consult with legal counsel (including counsel for MRM), independent accountants, and other experts it has selected and is not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants, or experts. (c) Neither Collateral Agent nor any of its affiliates or representatives will be liable for any action taken or omitted to be taken by it or them under this connectionCharge in good faith and believed by it or them to be within the discretion or power conferred upon it or them by this Charge or be responsible for the consequences of any error of judgment (except for fraud, gross negligence, or willful misconduct), and neither Collateral Agent nor any of its affiliates or representatives has a fiduciary relationship with any Holder, any Lender, or any RHINOS Holder by virtue of this Charge. Except as otherwise expressly set forth in this Clause 25, Collateral Agent shall not be responsible in any manner to any Holder, any Lender, or any RHINOS Holder for the effectiveness, enforceability, genuineness, validity, or the due execution of this Charge or for any representation, warranty, document, certificate, report, or statement made therein or furnished under or in connection therewith, or be under any obligation to any Holder, any Lender, or any RHINOS Holder to ascertain or to inquire as to the performance or observation of any of the terms, covenants, or conditions of this Charge on the part of any party hereto other than Collateral Agent. (d) Unless indemnified to its satisfaction against loss, cost, liability, and expense, Collateral Agent may not be compelled to do any act under this Charge or to take any action toward the execution or enforcement of the powers hereby created or to prosecute or defend any suit in respect of this Charge. If Collateral Agent requests instructions from Representative or Administrative Agent, as “collateral agent” the case may be, with respect to any act or action in connection with this Charge, Collateral Agent is entitled to refrain (without incurring any liability to any Person by so refraining) from that act or action unless and any co-agentsuntil it has received instructions. In no event, sub-agents and attorneys-in-fact appointed by the Administrative however, may Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, of its representatives be required to take any action that it or they determine could incur for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoit or them criminal or onerous civil liability. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative no Holder, Lender, or RHINOS Holder has any right of action against Collateral Agent on its behalf and/or in its own name (including as a result of Collateral Agent's acting or refraining from acting under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and this Clause 25 in accordance with the provisions instructions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take Representative or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for the case may be. (e) Each Holder, each Lender, and representative each RHINOS Holder agrees to indemnify Collateral Agent and its Affiliates and Representatives and hold them harmless from and against (but limited to such Holder's, Lender's, and RHINOS Holder's Proportionate Part thereof) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses, and reasonable disbursements of any kind or nature whatsoever that may be imposed on, asserted against, or incurred by them in any way relating to or arising out of this Charge, or any action taken or omitted by them under this Charge (including any of the Lenders (but foregoing arising from the negligence of Collateral Agent, its Affiliates or representatives) if Collateral Agent and its Representatives are not any Lender or Lenders in reimbursed for such amounts by Chargor; provided that, Collateral Agent, its Affiliates, and representatives shall not have the right to be indemnified for its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitledown fraud, with the consent gross negligence, or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salewillful misconduct.

Collateral Agent. (a) The Administrative Agent Trustee shall also initially act as the “collateral agent” under the Loan Documents, Collateral Agent and each of the Lenders (including shall be authorized to appoint co-Collateral Agents as necessary in its capacities sole discretion. Except as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, otherwise explicitly provided herein or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for exercising any rights and remedies thereunder at delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the direction request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the Administrative exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (b) The Trustee, as Collateral Agent, shall be entitled is authorized and directed to (i) enter into the benefits of all provisions of this Section 10 and Section 11Security Documents, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge the Intercreditor Agreement and agree that (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement. (c) If the Company (i) incurs Indebtedness constituting Credit Agreement Obligations at any such action by time when no Intercreditor Agreement is in effect or at any time when Indebtedness constituting Credit Agreement Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers' Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement in favor of a designated agent or representative for the holders of the Indebtedness so incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such Intercreditor Agreement, bind the Lenders. Each Lender agrees that it shall not take Holders on the terms set forth therein, and perform and observe its obligations thereunder. (d) If (i) the Company at any time after the Closing Date incurs any Indebtedness constituting Secondary Collateral Obligations, (ii) the indenture or institute agreement governing such Indebtedness provides that, notwithstanding the date, manner or order of grant, attachment or perfection of any actions second-priority Liens granted to the Collateral Agent under the Security Documents (the "Second-Priority Liens Securing Note Obligations") or proceedings, judicial or otherwise, for any right or remedy with respect granted to any the holders of Secondary Collateral against any Borrower Obligations or any other Loan Party agent or any other obligor under any representative for the holders of Secondary Collateral Obligations (the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any "Liens Securing Secondary Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdictionObligations"), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale Second-Priority Liens Securing Note Obligations and the Administrative AgentLiens Securing Secondary Collateral Obligations shall be of equal, dignity, priority and rank, (iii) the Company delivers to the Collateral Agent an Officers' Certificate so stating and requesting that the Collateral Agent assign or transfer the Second-Priority Liens Securing Note Obligations to a Common Collateral Agent identified therein and (iv) the Company delivers to the Collateral Agent and the Common Collateral Agent an Opinion of Counsel further confirming as agent for and representative to all such Liens each of the Lenders matters referred to in Section 10.02(a)(i), giving effect to the assignment or transfer requested in such Officers' Certificate, then (but not any Lender or Lenders in its or their respective individual capacities unless A) the Required Lenders shall otherwise agree in writing) Second-Priority Liens Securing Note Obligations shall be entitledof equal dignity, priority and rank with all such Liens Securing Secondary Collateral Obligations and (B) the consent or at the direction Collateral Agent shall, upon receipt of the Required Lenders, for the purpose of bidding and making settlement necessary or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable proper documentation prepared by the Administrative Company, assign or transfer the Second-Priority Liens Securing Note Obligations to the Common Collateral Agent at as requested in such saleOfficers' Certificate.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as the agent of such Lender and the Issuing Collateral Agent hereunder by Lenders (with the full power to appoint and to substitute and to delegate) on its behalfand, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any their acceptance of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionbenefits hereof, the Administrative Agentother Secured Parties. The Collateral Agent shall be obligated, as “collateral agent” and any co-agentsshall have the right hereunder, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding make demands, to give notices, to exercise or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for refrain from exercising any rights and remedies thereunder at to take or refrain from taking any action (including, without limitation, the direction release or substitution of Collateral), solely in accordance with this Agreement and the Administrative AgentCredit Agreement; provided, shall be entitled to the benefits Collateral Agent shall, after payment in full of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” Obligations under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral Credit Agreement and the rights of the Secured Parties with respect theretoother Credit Documents, as contemplated by and exercise, or refrain from exercising, any remedies provided for herein in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, the settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)hereunder, the Administrative Agent or any Lender it being understood and agreed by such Secured Party that all rights and remedies hereunder may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.be

Collateral Agent. The Administrative (a) By their acceptance of the Notes, the Holders hereby designate and appoint the Trustee to serve as Collateral Agent shall also act and as their agent under this Indenture and the “collateral agent” under Security Documents and the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) behalf under the provisions of this Indenture and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint Security Documents and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with exercise such powers and discretion perform such duties as are reasonably incidental thereto. In this connection, expressly delegated to the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed Collateral Agent by the Administrative Agent pursuant to Section 10.5 for purposes terms of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Indenture and the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled consents and agrees to the benefits terms of all each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Trustee acknowledges that the Collateral Agent agrees to act as such on the express conditions contained in this Section 11.09. The provisions of this Section 10 11.09 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1111.03. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under exercise by the Loan Documents as if Collateral Agent of any rights or remedies set forth herein or therein, shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in full this Indenture and the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and the rights is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of its duties under this Agreement and Indenture or the Security Documents by or through receivers, agents, employees, attorneys-in-fact or through its Related Persons and acknowledge shall be entitled to advice of counsel concerning all matters pertaining to such duties, and agree shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any such of its Related Persons shall (i) be liable for any action taken or omitted to be taken by any Agent shall bind of them under or in connection with this Indenture or the Lenders. Each Lender agrees transactions contemplated hereby (except to the extent that it shall not take the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or institute willful misconduct) or under or in connection with any actions Security Document or proceedingsthe transactions contemplated thereby (except to the extent that the foregoing are found by a final, judicial non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or otherwisewillful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any right recital, statement, representation, warranty, covenant or remedy with respect to agreement made by the Issuer or any Collateral against Grantor or Affiliate of any Borrower Grantor, or any Officer or Related Persons thereof, contained in this Indenture, or any other Loan Party Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or the Security Documents or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Security Documents, or for any failure of any Grantor or any other obligor under any of party to this Indenture or the Loan Documents, Specified Swap Agreements Security Documents to perform its obligations hereunder or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentthereunder. In the event of a foreclosure by the Administrative Agent on any None of the Collateral pursuant Agent or any of its respective Related Persons shall be under any obligation to a public the Trustee or private sale any Holder to monitor, ascertain or a sale inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or the Security Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral pursuant Agent shall be entitled to Section 363 rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Bankruptcy Code (Issuer or an equivalent process any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any foreign jurisdiction)resolution, the Administrative certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with fully justified in failing or refusing to take action under the consent Notes Documents unless it shall first receive such advice or at concurrence from the direction of party or parties entitled to give instructions to the Required Lenders, for Collateral Agent under the purpose of bidding and making settlement or payment of the purchase price for all or any portion terms of the Collateral sold at any such sale, Agreement. (e) The Collateral Agent shall not be deemed to use and apply any have knowledge or notice of the Obligations as occurrence of any Default or Event of Default, unless a credit on account Responsible Officer of the purchase price for any Collateral payable Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Administrative Agent at such saleTrustee in accordance with Article 7 or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 11.09).

Collateral Agent. The Administrative (1) Each Noteholder, by its acceptance of the Indenture, and each Authorized Representative of any Additional Secured Creditors on behalf of itself and the Additional Secured Creditors that it represents, by its execution of an Additional Secured Creditor Joinder, has appointed, and each other Secured Creditor, by accepting the benefits hereof, hereby appoints, BNY Trust Company of Canada to serve as Collateral Agent shall also act as and representative of itself and any other Secured Creditors that it represents under each of the “collateral agent” under the Loan Security Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as agent for itself and such Secured Creditors for the agent purpose of executing and delivering, on behalf of itself and such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfSecured Creditors, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any each of the Loan Parties to secure Security Documents and any of other documents or instruments related thereto or necessary or, as determined by the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “collateral agent” and any co-agentsdesirable to perfect the Liens granted to the Collateral Agent thereunder, sub-agents and attorneys-in-fact appointed by for the Administrative Agent pursuant to Section 10.5 for purposes purpose of holding or enforcing any Lien the Liens on the Collateral (or any portion thereof) granted pursuant to the Security Documents, and, subject to the provisions of this Agreement, for the purpose of enforcing its and such Secured Creditors’ rights in respect of the Collateral and the obligations of the Obligors under the Security Documents, and for the purpose of, or for in connection with, releasing the obligations of the Obligors under the Security Documents. The Collateral Agent hereby agrees that it shall so act as Collateral Agent and representative of the Secured Creditors subject to, in respect of any Additional Secured Creditors, compliance by the Authorized Representative on behalf of such Additional Secured Creditors with Section 5.15. The Collateral Agent shall have the sole authority to exercise remedies under the Security Documents. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights rights, and remedies thereunder at to take or refrain from taking action (including the direction release or substitution of the Administrative AgentCollateral), in accordance with the Secured Agreements. The Collateral Agent may resign, may be removed and a successor Collateral Agent may be appointed in the manner provided under Section 5.19. (2) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which a reasonable person accords his own property consisting of similar property, instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Creditors shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Creditor has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral. (3) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the benefits of all provisions of this Section 10 and Section 11proper person, as though such co-agentsand, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to all matters pertaining to the Secured Agreements and its duties thereunder, upon advice of counsel selected by it (who may be counsel to one or more of the Obligors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured Creditor, the Issuers or an Obligor referring to the applicable Secured Agreement, describing such Default or Event of Default and stating that it is a “notice of default” or a “notice of event of default”, setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may rely on such notice without further inquiry. The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice furnished to it. (4) If any item of Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the rights provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the terms of this Agreement shall apply. (5) 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 Parties with respect Creditors and (ii) when instructions from the Authorized Representatives on behalf of the applicable 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. (6) Notwithstanding anything to the contrary contained herein or in any Security Document, as contemplated by 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, or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Agreement or applicable law. Upon receipt of such indemnity, however, the Collateral Agent shall act upon the specific instructions of the Authorized Representatives provided in accordance with the provisions of this Agreement, except for any instructions that in the good faith judgment of the Collateral Agent may be contrary to any Security Document, any other Secured Agreement or applicable law. (7) For purposes of this Agreement and other Security Documents, each Secured Creditor shall appoint a Person as its Authorized Representative for the purpose of giving or delivering any notices or instructions hereunder and thereunder. Any instructions given by the Authorized Representatives (other than the Trustee) on behalf of the applicable Secured Creditors to the Collateral Agent pursuant to the Security Documents shall be in writing signed by the Authorized Representative(s) of the applicable Secured Creditors with respect to such instructions and acknowledge such instructions shall certify to and agree for the benefit of the Collateral Agent the outstanding aggregate principal amount (or, in the case of discount notes, accreted value) of all Secured Obligations that the Secured Creditors authorizing such instructions hold. In determining whether the applicable Secured Creditors 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 action by any Authorized Representative. The Collateral Agent shall bind be entitled to conclusively and absolutely rely on such instructions and certification as to the Lenders. Each Lender agrees that it identity of the applicable 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 institute refusing to act, pursuant to any actions instructions which are not given or proceedingsdelivered by the Authorized Representatives of various Secured Creditors comprising the applicable Secured Creditors as required by Section 3.11. (8) Each Obligor 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 nonexercise by the Collateral Agent of any option, judicial voting right, request, judgment or otherwise, for any 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 Creditors, be governed by the provisions of this 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 Obligors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Creditors with full and valid authority so to act or refrain from acting, and no Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (9) Subject to Section 5.17(6), neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Obligor or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Collateral Agent in the Collateral and, subject to Section 5.17(6), shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall have any duty or liability or be responsible to any Obligor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. The Collateral Agent shall have no duty or liability as to the taking of any necessary steps to preserve or protect the Collateral or to preserve rights against prior parties. Nothing contained in this Agreement shall be construed as requiring or obligating the Collateral Agent, and the Collateral Agent shall not be required or obligated, to (i) present or file any claim or notice or take any action with respect to any Collateral against or in connection therewith or (ii) notify any Borrower Obligor of any decline in the value of any Collateral. The Collateral Agent shall have no duty as to the collection of 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 thereon or any other Loan Party or any other obligor under any rights pertaining thereto. (10) No provision of the Loan DocumentsSecured Agreements shall be deemed to impose any duty or obligation on the Collateral Agent to perform any act or acts, Specified Swap Agreements receive or obtain any Specified Cash Management Agreement interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation; and no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty. (including11) The Collateral Agent 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 action (including the release or substitution of Collateral), in each case, case in accordance with the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any Secured Agreements. (12) Upon resignation of the Collateral pursuant to a public or private sale or a sale Agent in accordance with the terms of any Section 5.19, the Collateral Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. Following the resignation of the Collateral pursuant to Section 363 Agent, the provisions of the Bankruptcy Code Secured Agreements shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured Agreements while it was the Collateral Agent. (13) The Collateral Agent shall not have any liability hereunder except for its own gross negligence or an equivalent process willful misconduct, or material breach and under no circumstances shall the Collateral Agent be liable for any special, punitive, exemplary or consequential damages. (14) The Collateral Agent shall be vested with all of the rights, powers, benefits, privileges and protections of the Collateral Agent set forth in the Indenture, all of which are incorporated herein and shall apply to all of the Security Documents. (15) The Collateral Agent may perform any foreign jurisdiction)and all of its duties and exercise its rights and powers hereunder or under any other Indenture Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent, including a sub-agent which is a non-U.S. affiliate of the Administrative Collateral Agent. Except as otherwise provided in this Section 5.17, neither the Collateral Agent nor any of its respective officers, directors, employees, attorney or any Lender may agents will be responsible or liable for the purchaser existence, genuineness, value or protection of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required LendersCollateral, for the purpose of bidding and making settlement legality, enforceability, effectiveness or payment sufficiency of the purchase price Security Documents, for all the creation, perfection, priority, sufficiency or protection of any Lien securing the First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any such Liens or Security Documents or any portion delay in doing so provided that if instructed by the Required Secured Creditors in accordance with the provisions of the Security Documents, the Collateral sold at Agent (subject to receipt of an indemnity requested by it and acceptable to it and any such sale, to use and apply any other applicable provisions of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at Security Documents) shall comply with instructions from such sale.Required Secured

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the a Loan Parties Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting may be exercised solely by Agent for the generality benefit of the foregoing, the Lenders hereby expressly authorize the Administrative and Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative (a) Each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent shall also act as its collateral agent under this Indenture and the “collateral agent” under the Loan Documents, Security Documents and each of the Lenders (including in Holders by acceptance of the Notes hereby authorizes the Collateral Agent to take such action on its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) behalf under the provisions of this Indenture and the Issuing Lenders hereby irrevocably appoints Security Documents and authorizes to exercise such powers and perform such duties as are expressly required, permitted or delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Indenture and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the express conditions contained in this Section 11.07. The provisions of this Section 11.07 are solely for the benefit of the Collateral (Agent and none of the Trustee, any of the Holders nor the Company or any portion thereof) granted under Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. Not- withstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Company or any Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent shall not be construed to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent may and, upon direction from the Trustee or the requisite Holders as provided hereunder or under a Security Document, shall exercise or refrain from exercising such discretionary rights, or take or refrain from taking such actions which the Collateral Agent is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies pursuant to Article Six, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Collateral Agent may execute any of its duties under this Indenture and the Security Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the bad faith, negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made with due care. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name bad faith, gross negligence or willful misconduct) or under or in connection with any Security Document or the transactions contemplated thereby (including except for its own bad faith, gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Guarantor, contained in this Indenture or any indenture, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any other indenture, the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any other indenture or the Security Documents, or for any failure of the Company or any Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any parallel debtobligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any other indenture or the Security Documents or to inspect the properties, books or records of the Company or any Guarantor. (d) The Collateral Agent shall not be deemed to execute have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent (i) shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and all documents stating that such notice is a “notice of default” or (including releasesii) a Responsible Officer has actual knowledge of the occurrence of such Default or Event of Default. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article Six (subject to this Section 11.07) or the Holders as provided in the Security Documents; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 11.07(e). The Collateral Agent may resign in writing at any time by so notifying the Company, the Trustee and each trustee, agent or representative of holders of Permitted Additional Pari Passu Obligations at least 30 days prior to the proposed date of resignation. The Company may remove the Collateral Agent if: (i) the Collateral Agent is removed as Trustee under this Indenture; (ii) the Collateral Agent (x) fails to meet the requirements for being a Trustee under Section 7.10 (prior to the discharge or defeasance of this Indenture) and (y) following the discharge or defeasance of this Indenture, fails to meet the requirements for being the trustee, agent or representative of holders of any extant Permitted Additional Pari Passu Obligations; (iii) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (iv) a custodian or public officer takes charge of the Collateral Agent or its property; or (v) the Collateral Agent becomes incapable of acting. If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Company shall promptly appoint a successor Collateral Agent which complies with the eligibility requirements contained in this Indenture and each indenture, credit agreement or other agreements which any Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred. If a successor Collateral Agent does not take office within 10 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of (x) the Notes (other than any Additional Notes except to the extent constituting Permitted Additional Pari Passu Obligations) and (y) Permitted Additional Pari Passu Obligations (to the extent the trustee, agent or representative of holders of such Permitted Additional Pari Passu Obligations executed a joinder to the Security Agreement) may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the rights successor Collateral Agent shall have all the rights, powers and the duties of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of Collateral Agent under this Agreement Indenture and the Security Documents and acknowledge and agree that any such action by any Documents. The successor Collateral Agent shall bind mail a notice of its succession to the LendersTrustee and each trustee, agent or representative of holders of Permitted Additional Pari Passu Obligations. Each Lender agrees The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, provided that it all sums owing to the Collateral Agent hereunder have been paid. Notwithstanding replacement of the Collateral Agent pursuant to this Section 11.07(e), the Company’s obligations under this Section 11.07 and Section 11.12 shall continue for the benefit of the retiring Collateral Agent. If the Collateral Agent resigns or is removed, such resignation or removal will not take constitute a resignation or institute any actions removal of the Trustee hereunder (unless the Trustee resigns or proceedingsis otherwise removed pursuant to Section 7.08). (f) The Trustee shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, judicial or otherwise, for any right or remedy with respect to any neither the Collateral against any Borrower or any other Loan Party or any other obligor under Agent nor any of the Loan Documentsits officers, Specified Swap Agreements directors, employees or any Specified Cash Management Agreement (includingagents shall be liable for failure to demand, in each case, the exercise of any right of setoff, rights on account of any banker’s lien collect or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on realize upon any of the Collateral pursuant or for any delay in doing so or shall be under any obligation to a public sell or private sale or a sale otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all exercise of such powers, and neither the Collateral at Agent nor any such sale and the Administrative Agentof its officers, as agent for and representative of the Lenders (but not any Lender directors, employees or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) agents shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price responsible for any Collateral payable by the Administrative Agent at such saleact or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture, the Security Documents and the Issuing Lenders (with the full power to appoint Intercreditor Agreement and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalfthe Collateral Agent by the terms of this Indenture, or in its own name as joint the Security Documents and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsIntercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all express conditions contained in this Section 10.06. The provisions of this Section 10 10.06 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1110.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, as though such co-agentsthe Security Documents and the Intercreditor Agreement, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in full herein herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with respect theretothe Trustee, any Holder, any Issuer or any Subsidiary of the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly authorize otherwise provided in this Indenture, the Administrative Collateral Agent on shall have and may use its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral and the rights of the Secured Parties with respect theretoAgent is expressly entitled to take or assert under this Indenture, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge the Intercreditor Agreement, including the exercise of remedies pursuant to Article Six, and agree any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Collateral Agent may execute any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through agents, employees, attorneys-in-fact or through its related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or related Person that it selects as long as such selection was made without gross negligence or willful misconduct. (c) None of the Collateral Agent, nor any of its respective related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or Intercreditor Agreement or the transactions contemplated thereby (except for its own negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by any Issuer or any Guarantor, officer or related Person thereof, contained in this or any Indenture, 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 or any other Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Issuer, Guarantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Issuer or Guarantor. (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Issuer or Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this or any other Indenture, the Security Documents or the Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action by any action. The Collateral Agent shall bind in all cases be fully protected in acting, or in refraining from acting, under this or any other Indenture, the Lenders. Each Lender agrees that it Security Documents or the Intercreditor Agreement in accordance with a request or consent of the Trustee and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or an Issuer or Guarantor referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take or institute any actions or proceedings, judicial or otherwise, for any right or remedy such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article Six (subject to this Section 10.06); provided, however, that unless and until the Collateral Agent has received any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each casesuch request, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)Collateral Agent may (but shall not be obligated to) take such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (f) U.S. Bank National Association and its respective Affiliates (and any successor Collateral Agent and its affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any Borrower kind of banking, trust, financial advisory, underwriting, or other business with any other Loan Party, Issuer or Guarantor and its Affiliates as though it was not the Collateral Agent hereunder and without the prior written notice to or consent of the Administrative AgentTrustee. In The Trustee and the event Holders acknowledge that, pursuant to such activities, U.S. Bank National Association or its respective Affiliates (and any successor Collateral Agent and its affiliates) may receive information regarding any Issuer or Guarantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of a foreclosure by the Administrative Agent on any of such Issuer, Guarantor or such Affiliate) and acknowledge that the Collateral pursuant Agent shall not be under any obligation to a public provide such information to the Trustee or private sale the Holders. Nothing herein shall impose or a sale imply any obligation on the part of any of the Collateral pursuant to Section 363 of the Bankruptcy Code U.S. Bank National Association (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such successor Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleadvance funds.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Securities hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture, the Security Documents and the Issuing Lenders Intercreditor Agreement and the Trustee and each of the Holders by acceptance of the Securities hereby irrevocably appoints and authorizes the Administrative Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents and the Intercreditor Agreement, and consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the agent express conditions contained in this Section 11.08. The provisions of such Lender this Section 11.08 are solely for the benefit of the Collateral Agent and none of the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfTrustee, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure Holders nor any of the Obligations, together Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 11.03. Each Holder agrees that any action taken by the Collateral Agent in accordance with such powers and discretion as are reasonably incidental thereto. In the provision of this connectionIndenture, the Administrative Agent, as “collateral agent” Intercreditor Agreement and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising and the exercise by the Collateral Agent of any rights or remedies set forth herein and remedies thereunder at therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the direction contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, the duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth herein and in full herein the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and the rights is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may perform any of the Secured Parties with respect theretoits duties under this Indenture, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action or the Intercreditor Agreement by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions through receivers, agents, employees, attorneys-in-fact or proceedings, judicial or otherwise, for any right or remedy with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel of its selection concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral against Agent shall not be responsible for the negligence or willful misconduct of any Borrower receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith. (c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any Security Document or the Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Loan Party Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any other obligor under any of the Loan Notes Documents, Specified Swap Agreements or in any Specified Cash Management Agreement (includingcertificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in each caseconnection with, this Indenture, the exercise Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower Grantor or any other Loan Partyparty to this Indenture, without the prior written consent of Security Documents or the Administrative AgentIntercreditor Agreement to perform its obligations hereunder or thereunder. In the event of a foreclosure by the Administrative Agent on any None of the Collateral pursuant Agent or any of its respective Related Persons shall be under any obligation to a public the Trustee or private sale any Holder to ascertain or a sale to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents or the Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Collateral pursuant Agent shall be entitled to Section 363 rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor Agreement unless it shall first have received indemnity or security satisfactory to it. Whenever reference is made in this Agreement, the Security Documents or the Intercreditor Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such advice or concurrence of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Trustee, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or acting at the direction of the Required Lendersrequired Holders of the Notes (acting in accordance with the Indenture and other transaction documents, with such direction to be binding upon all of the Holders), as it deems appropriate. This provision is intended solely for the purpose of bidding and making settlement or payment of the purchase price for all or any portion benefit of the Collateral sold Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Securities (subject to this Section 11.08). (f) The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such saleresignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to use and apply any the intended effective date of the Obligations as a credit on account resignation of the purchase price for any Collateral payable Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Administrative Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor, at the expense of the Issuer. Upon the acceptance of its appointment as successor collateral agent hereunder, such salesuccessor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 11.08 (and Section 7.7) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture.

Collateral Agent. The Administrative APPOINTED ATTORNEY-IN-FACT. By way of securing its obligations hereunder, each Guarantor hereby appoints the Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneysattorney-in-fact appointed by of such Guarantor for the Administrative Agent pursuant to Section 10.5 for purposes purpose, if the First Lien Termination Date has occurred, during the continuance of holding or enforcing any Lien on an Event of Default, of carrying out the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 Agreement and Section 11taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, as though such co-agents, sub-agents which appointment is irrevocable and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein coupled with respect theretoan interest. Without limiting the generality of the foregoing, if and only if the Lenders hereby expressly authorize First Lien Termination Date has occurred, the Administrative Collateral Agent on its behalf and/or shall have the right, upon the occurrence and during the continuance of a Noticed Event of Default, with full power of substitution either in its own the Collateral Agent's name or in the name of a Guarantor, (including under any parallel debta) to execute receive, endorse, assign or deliver any and all documents notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (including releasesb) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (f) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; PROVIDED that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the rights of the other Second Lien Secured Parties with respect thereto, shall be accountable only for amounts actually received as contemplated by and in accordance with the provisions a result of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoffthe powers granted to them herein, rights on account of any banker’s lien and neither they nor their officers, directors, employees or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) agents shall be entitled, with responsible to the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price Guarantor for any Collateral payable by the Administrative Agent at such saleact or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent. The Administrative Agent shall also act as Each Lender hereby appoints the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as its agent for the agent of such Lender purposes set forth in this Agreement, the Swap, the Collateral Sharing Agreement and the Issuing Lenders (with other Security Documents and irrevocably authorizes the full power Collateral Agent to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with exercise such powers and discretion as are specifically delegated hereunder or thereunder or are reasonably incidental theretothereto and to take, or refrain from taking, such actions as agent on its behalf as are delegated to the Collateral Agent by the terms hereof and thereof. In this connectionThe Collateral Agent shall hold the Collateral and shall preserve and protect the interests of the Creditors in the Collateral and maintain records of the Collateral. Subject to the terms and conditions of the Collateral Sharing Agreement, the Administrative AgentCollateral Agent will take such action to enforce the rights of the Creditors in the Collateral as shall be directed by the Lenders (or, as “collateral agent” and any co-agentsapplicable, sub-agents and attorneys-in-fact appointed the Creditors) or as may be determined by the Administrative Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsbe appropriate and necessary, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled subject to the benefits of all other provisions of this Section 10 11 relating to indemnification and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality protection of the foregoingCollateral Agent for its action or its failure to act. In performing its functions and duties under this Agreement, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind act solely as agent for the Lenders. Each Lender agrees that it Creditors and shall not take assume nor be deemed to have assumed any obligation or institute any actions relationship of agency or proceedings, judicial or otherwise, for any right or remedy trust with respect to any Collateral against any Borrower Southland or any other Loan Party party to an agreement relating to this transaction other than as expressly set forth herein or in any other obligor under any of agreement relating hereto, including the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure obligation assumed by the Administrative Collateral Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations acting as a credit on account depositary of the purchase price for any Collateral payable by the Administrative Agent at such salefunds of Southland.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Providera) and the Issuing Lenders Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Secured Party to act as collateral agent (the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate“Collateral Agent”) on its behalfbehalf under this Agreement and to enter into each of the instruments, documents and agreements, including any pledge agreement, guaranty, financing statements, mortgage, Account Control Agreement or any other Security Documents (the “Financing Documents”), to which Secured Party is a party (including in its own name capacity as joint Collateral Agent) on such Lender’s behalf and several creditor to take such actions as Collateral Agent on such Lender’s behalf and to exercise such powers under the Financing Documents as are delegated to Collateral Agent or creditor of a parallel debt Secured Party (as applicable) by the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligationsterms thereof, together with all such powers and discretion as are reasonably incidental thereto. In Secured Party is authorized and empowered to amend, modify, or waive any provisions of this connectionAgreement or the other Financing Documents on behalf of the Funds. (b) Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor the Administrative AgentLenders shall indemnify the Collateral Agent (to the extent not reimbursed by or on behalf of the Debtors and without limiting the obligation of the Debtors to do so), as “collateral agent” ratably from and against any co-agentsand all liabilities, sub-agents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 disbursements of any kind whatsoever, including, for purposes of holding clarification, all Taxes, which may at any time (including at any time following the repayment of the Loans and the termination or enforcing any Lien on resignation of the Collateral (Agent) be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of this Agreement or any document contemplated hereby or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment to the Collateral Agent of any portion thereofof such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Collateral Agent’s gross negligence or willful misconduct. In addition, each Lender shall reimburse the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney costs) granted under incurred by the Security DocumentsCollateral Agent in connection with the modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated hereby or referred to herein to the extent that the Collateral Agent is not reimbursed for exercising any rights and remedies thereunder at the direction such expenses by or on behalf of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoDebtors. Without limiting the generality of the foregoing, if any Governmental Authority of any jurisdiction asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Collateral Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason) such Lender shall indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as Tax or otherwise, including penalties and interest, and including any Taxes imposed by any jurisdiction on the amounts payable to the Collateral Agent under this Section 5.12(b), together with all related costs and expenses (including attorney costs). The obligation of the Lenders hereby expressly authorize in this Section 5.12(b) shall survive the Administrative payment of all Liabilities hereunder. (c) The Collateral Agent on its behalf shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Triggering Event or any event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event unless the Collateral Agent shall have received written notice from a Lender or a Debtor, describing such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event and stating that such notice is a “notice of default”. In the event that the Collateral Agent receives such a notice, the Collateral Agent shall promptly give notice thereof to the Lenders. Upon the occurrence and continuance of an Event of Default, a Triggering Event, or an event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event, the Collateral Agent shall take such action under this Agreement and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) other Transaction Documents with respect to such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event as Collateral and Agent shall be directed by the rights of the Secured Parties with respect thereto, as contemplated by and Requisite Lenders in accordance with the provisions terms of this Agreement the Transaction Documents, provided that unless and until the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind have received such directions, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect of such Event of Default or Triggering Event or event that with the giving of notice or passage of time would constitute an Event of Default or a Triggering Event as the Collateral Agent shall deem advisable in the best interests of the Lenders. Each Lender agrees that it In taking such action or refraining from taking such action without specific direction from the Lenders, the Collateral Agent shall not take use the same degree of care and skill as a prudent person would exercise or institute use under the circumstances in the conduct of such person’s own affairs. (d) Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the rights of Lenders to exercise any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower provided in this Agreement or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleTransaction Document.

Collateral Agent. 11.1 The Administrative Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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, the Intercreditor Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfexercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedging Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements. For purposes of the foregoing sentence, settlement amount under any Hedging Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedging Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Bank of New York Mellon shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. In the event the Trustee and the Collateral Agent shall also act as at any time not be the “collateral agent” same Person, the Collateral Agent shall take such actions under the Loan Documents, Security Documents as are requested or instructed by the Trustee and each as are not inconsistent with or contrary to the provisions of the Lenders (including in its capacities this Indenture or any Security Document. Except as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, otherwise explicitly provided herein or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for exercising any rights and remedies thereunder at delay in doing so or shall be under any obligation to sell or otherwise dispose of any Notes Collateral upon the direction request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth in full herein this Indenture and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative term “agent” or “Agent” in this Indenture and the Security Documents with reference to the Collateral Agent on is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its behalf and/or in officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own name willful misconduct, bad faith or gross negligence (including as determined by a final, non-appealable order of a court of competent jurisdiction). (b) The Collateral Agent is authorized and directed to (i) enter into the Security Documents, (ii) bind the Holders on the terms as set forth in the Security Documents and (iii) perform and observe its obligations under any parallel debtthe Security Documents. (c) The Collateral Agent shall act pursuant to execute any the instructions of the Holders and all documents (including releases) the Trustee with respect to the Collateral Security Documents and the rights Notes Collateral. For the avoidance of doubt, the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of Collateral Agent shall have no discretion under this Agreement and Indenture or the Security Documents and acknowledge shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the requisite Holders or the Trustee, as applicable. After the occurrence of an Event of Default, the Trustee may, pursuant to this Indenture, direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Security Documents. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee, a Holder or the Company referring to this Indenture, describing such Default or Event of Default and agree stating that any such notice is a “Notice of Default”. The Collateral Agent shall take such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to such Default or Event of Default as may be requested by the Trustee or the Holders of a majority in aggregate principal amount of the Notes subject to this Article X. (e) No provision of this Indenture or any Security Document shall require the Collateral against Agent (or the Trustee) to expend or risk its own funds or otherwise incur any Borrower financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. Notwithstanding anything to the contrary contained in this Indenture or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Notes Collateral, the Collateral Agent shall not be required to commence any such action, exercise any remedy, inspect or conduct any studies of any property or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Notes Collateral or such property of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this Section 10.9(e) if it no longer reasonably deems any indemnity, security or undertaking from the Company or the Holders to be sufficient. (f) The Collateral Agent shall not be responsible in any manner to any of the Trustee or any Holder for the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Security Documents or for any failure of the Company or any other Loan Party party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to the Trustee or any other obligor under any of Holder to ascertain or to inquire as to the Loan Documents, Specified Swap Agreements observance or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale performance of any of the agreements contained in, or conditions of, this Indenture or the Security Documents or to inspect the properties, books or records of the Company. (g) The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that, in the exercise of its rights under this Indenture and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Notes Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Notes Collateral. (h) Upon the receipt by the Collateral Agent of a written request of the Company signed by an Officer of the Company pursuant to this Section 10.9(h) (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 10.9(h) and (ii) instruct the Collateral Agent to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Company, upon delivery to the Collateral Agent of an Officers’ Certificate and, to the extent required pursuant to Section 363 11.3, an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such Security Document have been satisfied. The Holders, by their acceptance of the Bankruptcy Code Notes, hereby authorize and direct the Collateral Agent to execute such Security Documents. (i) The Collateral Agent’s resignation or an removal shall be governed by provisions equivalent process in any foreign jurisdiction), the Administrative to Section 7.7. (j) The Collateral Agent or any Lender may shall be the purchaser of any or entitled to all of such Collateral at any such sale the protections, immunities, indemnities, rights and the Administrative Agent, as agent for and representative privileges of the Lenders (but not any Lender or Lenders Trustee set forth in this Indenture, and all such protections, immunities, indemnities, rights and privileges shall apply to the Collateral Agent in its roles under any Security Document, whether or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salenot expressly stated therein.

Collateral Agent. The Administrative (a) U.S. Bank National Association is hereby appointed as Collateral Agent and shall also act be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Each Holder agrees that any action taken by the “collateral agent” under Collateral Agent in accordance with the Loan Documentsprovisions of this Indenture and the Security Document, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed exercise by the Administrative Collateral Agent pursuant of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under contrary contained elsewhere in this Indenture and the Security Documents, or for exercising any rights and remedies thereunder at the direction duties of the Administrative Agent, Collateral Agent shall be entitled to ministerial and administrative in nature, and the benefits of all provisions of this Section 10 and Section 11Collateral Agent shall not have any duties or responsibilities, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if except those expressly set forth herein and in full herein the other documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with respect theretothe Trustee, any Holder, the Company or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and the rights of the Secured Parties with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent makes no representations as to, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take be responsible for the existence, genuineness, value, sufficiency or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale condition of any of the Collateral pursuant or as to Section 363 the security afforded or intended to be afforded thereby, hereby or by any Security Document, or for the validity, perfection, priority or enforceability of the Bankruptcy Code (Liens or an equivalent process security interests in any foreign jurisdiction)of the Collateral created or intended to be created by any of the Security Documents, the Administrative Agent whether impaired by operation of law or any Lender may be the purchaser by reason of any action or all of omission to act on its part hereunder, except to the extent such Collateral at any such sale and action or omission constitutes gross negligence or willful misconduct on the Administrative Agent, as agent for and representative part of the Lenders (but not any Lender or Lenders Collateral Agent as determined by a court of competent jurisdiction in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lendersa final and non-appealable decision, for the purpose validity or sufficiency of bidding and making settlement the Collateral, any Security Documents or any agreement or assignment thereof contained in any provision thereof, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the purchase price Collateral or otherwise as to the maintenance of the Collateral, all such responsibilities and obligations being responsibilities and obligations of the Company and the Guarantors. The Collateral Agent shall not have any responsibility for all recording, registering, filing, re-recording, re-registering or refiling any supplemental indenture, financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any Security Document) and such responsibility shall be solely that of the Company. (c) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Company or any portion Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Security Documents in accordance with a request, direction, instruction or consent of the Collateral sold at any such sale, to use and apply any Trustee or the Holders of a majority in aggregate principal amount of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salethen outstanding Notes.

Collateral Agent. (a) The Administrative Agent shall also act as Pledgor hereby constitutes and appoints the “collateral agent” under Collateral Agent, acting for and on behalf of itself and the Loan Documents, other Secured Parties and each successor or assign of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) Collateral Agent and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionother Secured Parties, the Administrative Agent, as “collateral agent” true and any co-agents, sub-agents and attorneyslawful attorney-in-fact appointed of the Pledgor, with full power and authority in the place and stead of the Pledgor and in the name of the Pledgor, the Collateral Agent or otherwise, subject to the terms of the Credit Agreement, this Agreement and the requirements of applicable law, to enforce all rights, interests and remedies of the Pledgor with respect to the Collateral, including the right: (i) to ask for, require, demand, xxx for, collect, receive and give acquittance for any and all moneys and claims for money due or to become due under or arising out of the Collateral, including any insurance policies; (ii) to elect remedies under the Collateral and to endorse any checks or other instruments or orders in connection therewith; (iii) to vote, demand, receive and enforce the Pledgor’s rights with respect to the Collateral; (iv) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of the Pledgor or, at the option of the Collateral Agent, in the name of the Collateral Agent, with the same force and effect as the Pledgor could do if this Agreement had not been made; (v) to file any claims or take any action or institute any proceedings in connection therewith which the Collateral Agent may reasonably deem to be necessary or advisable; (vi) to pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Collateral Agent has been provided; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; and (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement; provided, however, that (x) the Collateral Agent shall not exercise any of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived in accordance with the Secured Obligation Documents and (y) such rights under this power of attorney are exercised to take any action necessary to secure the validity, perfection or priority of the Liens on the Collateral. This power of attorney is a power coupled with an interest and shall be irrevocable until the termination of this Agreement in accordance with the terms hereof and the other Secured Obligation Documents; provided, further, however, that nothing in this Agreement shall prevent the Pledgor from, prior to the exercise by the Administrative Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on of the aforementioned rights, undertaking the Pledgor’s operations in the ordinary course of business in accordance with the Collateral and the Secured Obligation Documents. (b) The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or any portion thereof) granted under the Security Documents, or for refrain from exercising any rights rights, and remedies thereunder at to take or refrain from taking any action (including, without limitation, the direction release or substitution of Collateral), solely in accordance with this Agreement and the other Secured Obligation Documents. In furtherance of the Administrative Agent, shall be entitled to the benefits of all foregoing provisions of this Section 10 and Section 117.2, as though such co-agentseach Secured Party, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality by its acceptance of the foregoingbenefits hereof, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under agrees that it shall have no right individually to realize upon any parallel debt) to execute any and all documents (including releases) with respect to of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the rights Collateral Agent for the benefit of the Secured Parties with respect thereto, as contemplated by and in accordance with the terms of this Section 7.2. (c) The provisions of this the Credit Agreement and relating to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower (or any other Loan Party agent, employee or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of selfsub-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure agent appointed by the Administrative Collateral Agent on to execute any of the Collateral pursuant Agent’s duties under the Secured Obligation Documents) including, without limitation, the provisions relating to a public resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agentpowers, as agent for duties rights, immunities, limitations of liability and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion indemnities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints The Bank of New York Mellon Trust Company, N.A., as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes The Bank of New York Mellon Trust Company, N.A. to take such action on its behalf under the Administrative Agent to act as the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such rights and powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the express conditions contained in this Section 12.10. The provisions of this Section 12.10 are solely for the benefit of the Collateral (Agent and none of the Trustee, any of the Holders nor the Company or any portion thereof) granted under of the Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in this Section 12.10 and in Section 12.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Company or any Subsidiary Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with any Security Document or the transactions contemplated thereby (including except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Subsidiary Guarantor, contained in this or any Indenture, 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 or any other Indenture or the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture or the Security Documents, or for any failure of the Company or any Subsidiary Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any parallel debtobligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture or the Security Documents or to inspect the properties, books or records of the Company or any Subsidiary Guarantor. (c) The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this or any other Indenture or the Security Documents in accordance with a request or consent of the Trustee and such request and any action taken or failure to execute act pursuant thereto shall be binding upon all of the Holders. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and all documents (including releases) stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Trustee in accordance with Article 6 (subject to this Section 12.10); provided, however, that unless and until the provisions of this Agreement and the Security Documents and acknowledge and agree that Collateral Agent has received any such action by any request, the Collateral Agent shall bind the Lenders. Each Lender agrees that it may (but shall not be obligated to) take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) The Bank of New York Mellon Trust Company, N.A. and its Affiliates (and any successor Collateral Agent and its Affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any Borrower kind of banking, trust, financial advisory, underwriting, or any other Loan Party, business with the Company and the Subsidiary Guarantors as though it was not the Collateral Agent hereunder and without the prior written notice to or consent of the Administrative Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, The Bank of New York Mellon Trust Company, N.A. or its Affiliates (and any successor Collateral Agent and its Affiliates) may receive information regarding the Company and the Subsidiary Guarantors (including information that may be subject to confidentiality obligations in favor of the Company and the Subsidiary Guarantors) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of The Bank of New York Mellon Trust Company, N.A. (or any successor Collateral Agent) to advance funds. (f) The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In If the event Collateral Agent resigns under this Indenture, the Company shall appoint a successor Collateral Agent. If no successor collateral agent is appointed prior to the intended effective date of a foreclosure by the Administrative Agent on any resignation of the Collateral pursuant to a public or private sale or a sale Agent (as stated in the notice of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdictionresignation), the Administrative Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitledappoint, with the consent or at the direction of the Required LendersCompany, for the purpose of bidding a successor Collateral Agent. If no successor Collateral Agent is appointed and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, consented to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.Company pursuant to the preceding sentence within thirty (30)

Collateral Agent. The Administrative (A) Neither the Trustee, nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders be responsible or liable (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may bei) for purposes the legality, enforceability, effectiveness or sufficiency of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for exercising any rights and remedies thereunder defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so; except, in the case of the Collateral Agent, to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Agent, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral, (iv) for the legality, enforceability, effectiveness or sufficiency of the Intercreditor Agreement, Intercompany Subordination Agreement, or any subordination agreement or other similar agreement entered into in connection with this Indenture or (v) any actions taken at the direction of the Administrative AgentMajority Holders. (B) The rights, shall be entitled privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting Article 10, are extended to the generality of the foregoingCollateral Agent, and its agents, receivers and attorneys, and shall be enforceable by, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or Collateral Agent, as if fully set forth in its own name (including under any parallel debt) to execute any and all documents (including releases) this Section 11.06 with respect to the Collateral and Agent, except that the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind only be liable for (and shall be indemnified and held harmless to the Lendersextent such Losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). Each Lender agrees In acting under any Security Document or the Intercreditor Agreement, the Collateral Agent shall enjoy the rights, privileges, protections, immunities and benefits that it shall not take or institute any actions or proceedingsare extended to the Collateral Agent hereunder. (C) Beyond the exercise of reasonable care in the custody of Collateral in its possession, judicial or otherwise, for any right or remedy with respect the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against any Borrower prior parties or any other Loan Party rights pertaining thereto. In addition, the Collateral Agent will 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 maintaining the perfection of any Liens on the Collateral, unless specifically requested by the Majority Holders. If, at the direction of the Majority Holders, the Trustee or Collateral Agent files or records any Security Documents or any related UCC financing statement or other obligor under any similar documents, such filing or recording by the Trustee or Collateral Agent at the direction of the Loan Documents, Specified Swap Agreements Majority Holders shall be deemed done by Trustee or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien Collateral Agent without representation or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure warranty by the Administrative Trustee or the Collateral Agent on (and the Trustee and the Collateral Agent disclaim any representation or warranty as to the validity, effectiveness, priority, perfection or otherwise). The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral pursuant in its possession if the Collateral is accorded treatment substantially equal to that which it accords property held by it as a public collateral agent or private sale any similar arrangement, and the Collateral Agent will not be liable or a sale responsible for any loss or diminution in the value of any of the Collateral pursuant to Section 363 by reason of the Bankruptcy Code act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (D) No provision of the Indenture 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 hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders or the Trustee if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (E) The Collateral Agent shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Guarantor or any other Person that is a party thereto or bound thereby. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee, a Holder or the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee or the Majority Holders, as applicable. (F) The Collateral Agent shall not be required to acquire title to an equivalent process asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Agent is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Agent in its sole discretion believes that any foreign jurisdiction)obligation to take or omit to take any action may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Administrative Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or any Lender may be to arrange for the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative transfer of the Lenders (but not any Lender title or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction control of the Required Lenders, asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for the purpose of bidding and making settlement or payment of the purchase price for all any environmental liability or any portion environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral sold at Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (G) The Collateral Agent may resign or be replaced in accordance with the procedures set forth in Section 10.07 hereof, except that references to the Trustee in such salesection shall be deemed to be references to the Collateral Agent for this purpose. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Agent. (H) At all times when the Trustee is not itself the Collateral Agent, the Company shall deliver to use the Trustee copies of all Security Documents delivered to the Collateral Agent and apply any copies of all documents delivered to the Obligations as a credit on account of Collateral Agent pursuant to the purchase price for any Collateral payable by the Administrative Agent at such saleSecurity Documents.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in its capacities Holders by acceptance of the Notes hereby acknowledge the Company’s appointment of the Collateral Agent as a potential Qualified Counterparty and a potential Cash Management Provider) the Trustee’s and the Issuing Lenders Holders’ collateral agent under this Indenture and the Security Documents, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes authorize the Administrative Collateral Agent to act as take such action on their behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In The Collateral Agent agrees to act as such on the express conditions contained in this connectionSection 13.05. The provisions of this Section 13.05 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (Company or any portion thereof) granted under of the other Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein and in the Security Documents, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Company or any other Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the Administrative Agent on its behalf and/or term “agent” in its own name (including under any parallel debt) to execute any and all documents (including releases) this Indenture with respect reference to the Collateral Agent shall not be construed to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and the rights is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may execute any of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of its duties under this Agreement Indenture and the Security Documents by or through agents, employees or attorneys-in-fact and acknowledge shall be entitled to advice of counsel concerning all matters pertaining to such duties, and agree the written advice of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made without negligence or willful misconduct. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence, bad faith or willful misconduct) or under or in connection with any Security Documents or the transactions contemplated thereby (except for its own gross negligence, bad faith or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any other Guarantor contained in this Indenture or any of the Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any of the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the Security Documents, or for any failure of the Company or any other Guarantor or any other party to this Indenture or any of the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any of the Security Documents or to inspect the properties, books or records of the Company or any other Guarantor. (d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Company referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to such Default or Event of Default as may be requested by the Trustee acting in accordance with Article 6 (subject to this Section 13.05 and Section 13.08); provided, however, that unless and until the Collateral Agent has received any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each casesuch request, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)Collateral Agent may (but shall not be obligated to) take such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) The Collateral Agent may resign at any time by so notifying the Company and the Trustee in writing at least thirty (30) days prior to the proposed date of resignation, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral of any Borrower or any other Loan PartyAgent. If the Collateral Agent resigns under this Indenture, without the prior written Trustee, subject to the consent of the Administrative Company (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), shall appoint a successor Collateral Agent. In If no successor collateral agent is appointed prior to the event intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld and which shall not be required during a foreclosure continuing Event of Default), a successor Collateral Agent, which may be the same Person as the Trustee. If no successor Collateral Agent is appointed and consented to by the Administrative Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation), the Collateral Agent, the Company or the Holders of at least 10% in principal amount of the then outstanding principal amount of the Notes shall be entitled to petition at the expense of the Company a court of competent jurisdiction to appoint a successor Collateral Agent. A successor Collateral Agent on shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Company. Thereupon, the resignation of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Indenture and the Security Documents. The successor Collateral Agent shall mail a notice of its succession to the Trustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, provided that all sums owing to the retiring Collateral Agent hereunder have been paid. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 13.05(e), the Company’s obligations under this Section 13.05 and Section 7.06 shall continue for the benefit of the retiring Collateral Agent. (f) Except as otherwise explicitly provided herein or in the Security Documents, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral pursuant or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a public result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or private sale agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (g) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (i) enter into the Security Documents to which it is a sale party, (ii) bind the Holders on the terms as set forth in such Security Documents, (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments permitted by the terms of this Indenture or the Security Documents and (iv) cause the Collateral Agent to enter into and perform its obligations under the Security Documents. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the Collateral Agent, to (i) enter into the Security Documents to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Security Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Security Documents, including entering into amendments permitted by the terms of this Indenture or the Security Documents. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. (h) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Collateral pursuant Holders to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of assure that the Collateral sold at any such sale, to use and apply exists or is owned by the Company or any of the Obligations as a credit on account other Guarantors or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the purchase price Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by an authorized officer, unless it is proved that the Collateral payable Agent was negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Company (and money held in trust by the Administrative Collateral Agent need not be segregated from other funds except to the extent required by law), and (iii) may consult with counsel of its selection and the written advice or opinion of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created by the Security Documents (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it under this Indenture or any Security Document) and such responsibility shall be solely that of the Company. Notwithstanding anything else to the contrary herein, the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except, subject to Section 13.08, discretionary rights and powers required in writing by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (or such saleother number or percentage of the aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Indenture). Whenever reference is made in any Security Documents to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall have no duty and shall be fully justified in failing or refusing to take any such action under the Security Documents unless, subject to Section 13.08, it shall have received written instructions from the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (or such other number or percentage of the aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Indenture). The Collateral Agent may refuse to act if in the Collateral Agent’s opinion such action (i) is contrary to law or the provisions of any Security Documents; (ii) may expose the Collateral Agent to financial or personal liability (unless the Collateral Agent shall have received indemnity and security to its satisfaction for such liability); or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

Collateral Agent. The Administrative Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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 Credit Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfexercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. (a) The Administrative Agent shall also act as hold the “collateral agent” Collateral at any time received under this Agreement in accordance with the Loan Documentsterms of this Agreement. To the extent permitted by law, and each the obligations of the Lenders (including in its capacities Agent as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any holder of the Loan Parties to secure any of the Obligations, together with such powers Collateral and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” interests therein and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral disposition thereof, and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of otherwise under this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements are only those expressly set forth in this Agreement and the other Loan Documents. The Agent shall act hereunder at the direction, or any Specified Cash Management Agreement (includingwith the consent, of the Required Lenders and on the terms and conditions set forth in the Loan Agreement. Except for treatment of the Collateral in its possession in a manner substantially equivalent to that which the Agent, in each caseits individual capacity, accords its own property of a similar nature, and the accounting for moneys actually received by it hereunder, and, in all events, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, reasonable care with respect to Collateral in its possession, the Agent shall have no duty as to any Collateral or as to the taking of any Borrower necessary steps to preserve rights against prior parties or any other Loan Partyrights pertaining to the Collateral. To the extent permitted by law, without neither the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on nor any of the Collateral pursuant other Lender shall be liable for failure to a public collect or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of realize upon any or all of such the Collateral at or for any such sale delay in so doing, nor shall any of them be under any obligation to take any action whatsoever with regard thereto except as expressly required by this Agreement and the Administrative other Loan Documents. (b) The parties agree that, except as set forth herein regarding setoff, the rights under this Agreement may be enforced only by the action of the Agent, as agent for and representative acting upon the instructions or with the consent of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders and as provided in the Loan Agreement, and that no Lender shall otherwise agree in writing) shall be entitled, with have any right individually to enforce or seek to enforce the consent rights under this Agreement or at to realize upon any Collateral or other security given to secure the direction payment and performance of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleGuarantors' obligations hereunder.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender Xxxxxx and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. The Administrative Agent shall also act (1) Each of the Holders by acceptance of the Notes hereby irrevocably appoints Xxxxx Fargo Bank, National Association as the “collateral agent” initial Collateral Agent (and any successor appointed pursuant to the terms of this Indenture) for the benefit of the Holders under this Indenture and the Loan Documents, Security Documents and each of the Lenders (including in Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) behalf under the provisions of this Indenture and the Issuing Lenders hereby irrevocably appoints Security Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Indenture and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connectionThe Trustee and the Collateral Agent each is authorized and directed by the Holders, and the Administrative Holders by acquiring the Notes have deemed to have authorized the Trustee or the Collateral Agent, as “applicable, to (i) enter into the Security Documents (including any amendments thereto), (ii) bind the Holders on the terms as set forth in the Security Documents (including any amendments thereto) and (iii) perform and observe its obligations under the Security Documents (including any amendments thereto). (2) Neither the Company nor any of its Affiliates nor any Person acting as collateral agent” agent for the benefit of the lenders under the Senior Loan Documents may serve as Collateral Agent. (3) The Collateral Agent shall hold (directly or through agents), and any co-agentswill be entitled to enforce, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien all Liens on the Collateral created by the Security Documents. (4) Except as provided in the Intercreditor Agreement, the Collateral Agent shall not be obligated: (a) to act upon directions purported to be delivered to it by any Person; (b) to foreclose upon or otherwise enforce any portion thereofLien; or (c) granted under to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or for exercising any rights and remedies thereunder at the direction Collateral. A resignation or removal of the Administrative Agent, shall be entitled Collateral Agent and appointment of a successor Collateral Agent will become effective pursuant to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if terms set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) above with respect to the Collateral resignation or removal of the Trustee and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event appointment of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salesuccessor Trustee.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Security Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsSecurity Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the express conditions contained in this Section 13.11. The provisions of this Section 13.11 are solely for the benefit of the Collateral (Agent and none of the Trustee, any of the Holders nor the Issuer or any portion thereof) granted under of the Subsidiary Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.3. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Collateral Agent shall not have any duties or for exercising responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any rights fiduciary relationship with the Trustee, any Holder or the Issuer or any Subsidiary Guarantor, and remedies thereunder at the direction of the Administrative Agentno implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to read into this Indenture and the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were Security Documents or otherwise exist against the “collateral agent” under the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies pursuant to Article VI, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) The Collateral Agent may execute any of its duties under this Indenture or the Security Documents by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made with due care. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with the any Security Document or the transactions contemplated thereby (including except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder or any other Person for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Subsidiary Guarantor, contained in this or any Indenture, 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 or any other Indenture or the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture or the Security Documents, or for any failure of the Issuer or any Subsidiary Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any parallel debtobligation to the Trustee or any Holder or any other Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture or the Security Documents or to inspect the properties, books or records of the Issuer or any Subsidiary Guarantor. (d) The Collateral Agent shall be entitled to execute rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limita- tion, counsel to the Issuer or any Subsidiary Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture or any other indenture or the Security Documents unless it shall first receive such advice or concurrence of the Trustee as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Holders or the applicable authorized representative against any and all documents liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or any other indenture or the Security Documents in accordance with a request or consent of the Trustee or the applicable authorized representative and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders or any other Person. (including releasese) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Trustee in accordance with Article VI (subject to this Section 13.11); provided, however, that unless and until the provisions of this Agreement and the Security Documents and acknowledge and agree that Collateral Agent has received any such action by any request, the Collateral Agent shall bind the Lenders. Each Lender agrees that it may (but shall not be obligated to) take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (f) The Bank of New York Mellon Trust Company, N.A. and its Affiliates (and any successor Collateral Agent and its Affiliates) may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any Borrower kind of banking, trust, financial advisory, underwriting, or any other Loan Party, business with the Issuer and the Subsidiary Guarantors as though it was not the Collateral Agent hereunder and without the prior written notice to or consent of the Administrative Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Bank of New York Mellon Trust Company, N.A. or its Affiliates (and any successor Collateral Agent and its Affiliates) may receive information regarding the Issuer and the Subsidiary Guarantors (including information that may be subject to confidentiality obligations in favor of the Issuer and the Subsidiary Guarantors) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Bank of New York Mellon Trust Company, N.A. (or any successor Collateral Agent) to advance funds. (g) The Collateral Agent may resign at any time upon thirty (30) days prior written notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. In If the event of a foreclosure by Collateral Agent resigns under this Indenture, the Administrative Agent on any Trustee, subject to the consent of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code Issuer (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but which shall not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.be

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement and the Issuing Lenders (with Credit Agreement; provided, the Collateral Agent shall, after payment in full power to appoint of all Obligations under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Fledge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. For purposes of the foregoing sentence, settlement amount for any Hedge Agreement that has not been terminated shall be the settlement amount as of the last Business Day of the month preceding any date of determination and shall be calculated by the appropriate swap counterparties and reported to the Collateral Agent upon request; provided, that any Fledge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of any Borrower or any other Loan determining the Majority Holders. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to a public the Collateral Agent including, without limitation, the provisions relating to resignation or private sale or a sale of any removal of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for powers and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding duties and making settlement or payment of the purchase price for all or any portion immunities of the Collateral sold at Agent are incorporated herein by this reference and shall survive any such sale, to use and apply any termination of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by the agent of such Lender Senior Lenders and the Issuing Holdings Term Loan Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. 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), to the extent not prohibited by and subject to the limitations contained in this Agreement or the Credit Agreement, solely in accordance with the instructions of Requisite Lenders; provided, the Collateral Agent shall, after payment in full power of all Obligations owed to appoint the Senior Lenders under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in its own name as joint and several creditor or creditor accordance with the instructions of the holders of a parallel debt majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements; provided further, the Collateral Agent shall, after payment in full of all Obligations owed to the Senior Lenders under the Credit Agreement and the other Credit Documents and the Lender Counterparts under any Hedge Agreements and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of one or more Holdings Term Loan Lenders having or holding Holdings Term Loan Exposure representing more than 50% of the aggregate Holdings Term Loan Exposure of all Holdings Term Loan Lenders; (Requisite Lenders, such holders, or such Holdings Term Loan Lenders, as applicable, being referred to herein as "REQUISITE OBLIGEES"). In furtherance of the case may be) for purposes foregoing provisions of acquiringthis Section, holding and enforcing any and all Liens on Collateral granted each Lender Counterparty, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties to secure any of the ObligationsCollateral hereunder, together with it being understood and agreed by such powers Lender Counterparty that all rights and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Senior Lenders, Holdings Term Loan Lenders and Lender Counterparties in accordance with the terms of this Section. The Collateral Agent shall at all times be the same Person that is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to Section 10.5 for purposes terms of holding or enforcing any Lien on the Credit Agreement shall also constitute notice of resignation as the Collateral (or Agent under this Agreement; removal of Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute removal as the Collateral Agent under this Agreement; and appointment of a successor Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any portion thereof) granted appointment as Administrative Agent under the Security Documents, or for exercising any rights and remedies thereunder at the direction terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Collateral Agent and such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be entitled to the benefits of all provisions of discharged from its duties and obligations under this Section 10 and Section 11, Agreement. After any retiring or removed Collateral Agent's resignation or removal hereunder as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect theretoAgent, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute inure to its benefit as to any actions taken or proceedings, judicial or otherwise, for any right or remedy with respect omitted to any Collateral against any Borrower or any other Loan Party or any other obligor be taken by it under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management this Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of while it was the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such salehereunder.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrowers to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as “collateral agent” and , to enter into any co-agents, sub-agents and attorneys-in-fact appointed by of the Administrative Agent pursuant to Section 10.5 Loan Documents as secured party for purposes of acquiring, holding or and enforcing any Lien all Liens on the Collateral (or and any portion thereof) granted under other collateral from time to time securing the Security DocumentsObligations), or and as Agent for exercising any and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies thereunder under the Loan Documents may be exercised solely by Agent, at the direction of the Administrative AgentRequired Lenders, shall be entitled to for the benefits benefit of all provisions of this Section 10 Lenders and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agentterms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)sale, the Administrative either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with entitled (subject to the consent or proviso at the direction end of the Required Lendersthis sentence), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale; provided however, that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the Required Lenders. Without limiting the generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (ii) any other subordination agreement with respect to any Subordinated Debt.

Collateral Agent. The Administrative (1) Each Noteholder, by its acceptance of the Indenture, and each Authorized Representative of any Additional Secured Creditors on behalf of itself and the Additional Secured Creditors that it represents, by its execution of an Additional Secured Creditor Joinder, has appointed, and each other Secured Creditor, by accepting the benefits hereof, hereby appoints, BNY Trust Company of Canada to serve as Collateral Agent shall also act as and representative of itself and any other Secured Creditors that it represents under each of the “collateral agent” under the Loan Security Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as agent for itself and such Secured Creditors for the agent purpose of executing and delivering, on behalf of itself and such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalfSecured Creditors, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any each of the Loan Parties to secure Security Documents and any of other documents or instruments related thereto or necessary or, as determined by the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “collateral agent” and any co-agentsdesirable to perfect the Liens granted to the Collateral Agent thereunder, sub-agents and attorneys-in-fact appointed by for the Administrative Agent pursuant to Section 10.5 for purposes purpose of holding or enforcing any Lien the Liens on the Collateral (or any portion thereof) granted pursuant to the Security Documents, and, subject to the provisions of this Debenture, for the purpose of enforcing its and such Secured Creditors’ rights in respect of the Collateral and the obligations of the Obligors under the Security Documents, and for the purpose of, or for in connection with, releasing the obligations of the Obligors under the Security Documents. The Collateral Agent hereby agrees that it shall so act as Collateral Agent and representative of the Secured Creditors subject to, in respect of any Additional Secured Creditors, compliance by the Authorized Representative on behalf of such Additional Secured Creditors with Section 5.22. The Collateral Agent shall have the sole authority to exercise remedies under the Security Documents. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights rights, and remedies thereunder at to take or refrain from taking action (including the direction release or substitution of the Administrative AgentCollateral), in accordance with the Secured Agreements. The Collateral Agent may resign, may be removed and a successor Collateral Agent may be appointed in the manner provided under Section 5.24. (2) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Charged Property in its possession if such Charged Property is accorded treatment substantially equivalent to that which a reasonable person accords his own property consisting of similar property, instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Creditors shall have responsibility for taking any necessary steps to preserve rights against any Person with respect to any Charged Property. (3) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the benefits of all provisions of this Section 10 and Section 11proper Person, as though such co-agentsand, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to all matters pertaining to the Secured Agreements and its duties thereunder, upon advice of counsel selected by it (who may be counsel to one or more of the Obligors). The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Default or Event of Default unless and until the Collateral Agent has received written notice from a Secured Creditor, the Issuers or an Obligor referring to the applicable Secured Agreement, describing such Default or Event of Default and stating that it is a “notice of default” or a “notice of event of default”, setting forth in reasonable detail the facts and circumstances thereof and stating that the Collateral Agent may rely on such notice without further inquiry. The Collateral Agent shall have no obligation or duty prior to or after receiving any such notice to inquire whether a Default or Event of Default has in fact occurred and shall be entitled to conclusively rely, and shall be fully protected in so relying, on any such notice furnished to it. (4) If any item of Charged Property also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the rights provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the terms of this Debenture shall apply. (5) 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 Charged Property for the benefit of the Secured Parties with respect Creditors and (ii) when instructions from the Authorized Representatives on behalf of the applicable 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 Charged Property; 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. (6) Notwithstanding anything to the contrary contained herein or in any Security Document, as contemplated by 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, or that is, or in the good faith judgment of the Collateral Agent may be, contrary to any Security Document, any other Secured Agreement or applicable law. Upon receipt of such indemnity, however, the Collateral Agent shall act upon the specific instructions of the Authorized Representatives provided in accordance with the provisions of this Debenture, except for any instructions that in the good faith judgment of the Collateral Agent may be contrary to any Security Document, any other Secured Agreement or applicable law. (7) For purposes of this Debenture and other Security Documents, each Secured Creditor shall appoint a Person as its Authorized Representative for the purpose of giving or delivering any notices or instructions hereunder and thereunder. Any instructions given by the Authorized Representatives (other than the Trustee) on behalf of the applicable Secured Creditors to the Collateral Agent pursuant to the Security Documents shall be in writing signed by the Authorized Representative(s) of the applicable Secured Creditors with respect to such instructions and acknowledge such instructions shall certify to and agree for the benefit of the Collateral Agent the outstanding aggregate principal amount (or, in the case of discount notes, accreted value) of all Secured Obligations that the Secured Creditors authorizing such instructions hold. In determining whether the applicable Secured Creditors 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 action by any Authorized Representative. The Collateral Agent shall bind be entitled to conclusively and absolutely rely on such instructions and certification as to the Lenders. Each Lender agrees that it identity of the applicable 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 institute refusing to act, pursuant to any actions instructions which are not given or proceedings, judicial or otherwise, for any right or remedy delivered by the Authorized Representatives of various Secured Creditors comprising the applicable Secured Creditors as required by Section 3.11 of the Security Agreements. (8) Each Obligor acknowledges that the rights and responsibilities of the Collateral Agent under this Debenture with respect to any action taken by the Collateral against Agent or the exercise or nonexercise by the Collateral Agent of any Borrower option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Debenture shall, as between the Collateral Agent and the other Secured Creditors, be governed by the provisions of this Debenture 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 Obligors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Creditors with full and valid authority so to act or refrain from acting, and no Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (9) Subject to clause (6) of this Section 5.23, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Charged Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Charged Property upon the request of any Obligor or any other Loan Party Person or to take any other action whatsoever with regard to the Charged Property or any other obligor under any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Loan DocumentsCollateral Agent in the Charged Property and, Specified Swap Agreements or subject to clause (6) of this Section 5.23, shall not impose any Specified Cash Management Agreement (including, in each case, duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any right of setoffits officers, rights on account directors, employees or agents shall have any duty or liability or be responsible to any Obligor for any act or failure to act hereunder, except for its own gross negligence or wilful misconduct. The Collateral Agent shall have no duty or liability as to the taking of any banker’s lien necessary steps to preserve or similar protect the Charged Property or to preserve rights against prior parties. Nothing contained in this Debenture shall be construed as requiring or obligating the Collateral Agent, and the Collateral Agent shall not be required or obligated, to (i) present or file any claim or other rights of self-help), notice or institute take any actions or proceedings, or otherwise commence any remedial procedures, action with respect to any Collateral Charged Property or in connection therewith or (ii) notify any Obligor of any Borrower decline in the value of any Charged Property. The Collateral Agent shall have no duty as to the collection of any Charged Property in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent, or any income thereon or any other Loan Party, without the prior written consent rights pertaining thereto. (10) No provision of the Administrative Agent. In Secured Agreements shall be deemed to impose any duty or obligation on the event Collateral Agent to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation; and no permissive or discretionary power or authority available to the Collateral Agent shall be construed to be a duty. (11) The Collateral Agent 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 action (including the release or substitution of a foreclosure by Charged Property), in each case in accordance with the Administrative Agent on any Secured Agreements. (12) Upon resignation of the Collateral pursuant to a public or private sale or a sale Agent in accordance with the terms of any Section 5.24, the Collateral Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. Following the resignation of the Collateral pursuant to Section 363 Agent, the provisions of the Bankruptcy Code Secured Agreements shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured Agreements while it was the Collateral Agent. (13) The Collateral Agent shall not have any liability hereunder except for its own gross negligence or an equivalent process wilful misconduct, or material breach and under no circumstances shall the Collateral Agent be liable for any special, punitive, exemplary or consequential damages. (14) The Collateral Agent shall be vested with all of the rights, powers, benefits, privileges and protections of the Collateral Agent set forth in the Indenture, all of which are incorporated herein and shall apply to all of the Security Documents. (15) The Collateral Agent may perform any foreign jurisdiction)and all of its duties and exercise its rights and powers hereunder or under any other Indenture Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent, including a sub-agent which is a non-U.S. affiliate of the Administrative Collateral Agent. Except as otherwise provided in this Section 5.23, neither the Collateral Agent nor any of its respective officers, directors, employees, attorney or any Lender may agents will be responsible or liable for the purchaser existence, genuineness, value or protection of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required LendersCollateral, for the purpose of bidding and making settlement legality, enforceability, effectiveness or payment sufficiency of the purchase price Security Documents, for all the creation, perfection, priority, sufficiency or protection of any Lien securing the First Lien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any such Liens or Security Documents or any portion delay in doing so provided that if instructed by the Required Secured Creditors in accordance with the provisions of the Security Documents, the Collateral Agent (subject to receipt of an indemnity requested by it and acceptable to it and any other applicable provisions of the Security Documents) shall comply with instructions from such Required Secured Creditors. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Section 5.23 shall apply to any agent, attorneys-in-fact or sub-agent and to the Affiliates of the Collateral sold at Agent and any such saleagent, attorneys-in-fact or sub-agent, and shall apply to use and apply any their respective activities in connection with the exercise of the Obligations as a credit on account rights and remedies of the purchase price Collateral Agent provided for any hereunder, as well as all other activities as Collateral payable by the Administrative Agent at such saleAgent.

Collateral Agent. The Administrative Agent (on behalf of the Lenders) and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall also act as not be terminated or affected thereby (at the option of the transferee of the Property (the “collateral agent” under Transferee”) if the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full herein with respect thereto. Without limiting force and effect as a direct lease between the generality Transferee and Tenant upon all of the foregoingterms, covenants and conditions set forth in the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or Lease and in its own name (including under any parallel debt) that event, Tenant agrees to execute any and all documents (including releases) with respect attorn to the Collateral Transferee and the rights Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Secured Parties with respect theretoLease or to reimburse Tenant for any construction work done by Tenant, in each case prior to Transferee’s ownership of the Property, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as contemplated a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the provisions of this Agreement and Lease unless such sums are actually received by the Security Documents and acknowledge and agree that any such action Transferee, (g) bound by any Agent payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall bind have been expressly approved of by the Lenders. Each Lender agrees that it shall not take or institute Transferee, (h) bound to make any actions or proceedingspayment to Tenant which was required under the Lease, judicial or otherwise, for to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any right agreement amending, modifying or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of terminating the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, Lease made without the prior written consent of the Administrative Agent. In Lenders prior to the event of a foreclosure time the Transferee succeeded to Landlord’s interest or (j) bound by the Administrative Agent on any assignment of the Collateral pursuant to a public Lease or private sale or a sale of any sublease of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction)Property, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleLease.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) agent under this Indenture and the Issuing Lenders Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as take such action on its behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Documents and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all The provisions of this Section 10 11.11 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 1111.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, as though such co-agentsthe Collateral Agent shall not have any duties or responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, sub-agents any Holder or any Grantor, and attorneys-in-fact were no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the “collateral agent” under Collateral Documents or otherwise exist against the Loan Documents as if set forth in full herein with respect theretoCollateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to take or assert under this Indenture, and the Collateral Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (b) None of the Collateral Agent or any of its respective Affiliates shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence or willful misconduct) or under or in connection with any Collateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any Grantor, or any officer or Affiliate thereof, contained in this or any Indenture, any Collateral Document 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 or any other Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its respective Affiliates shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture or the Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (c) The Collateral Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Issuer, any Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Grantor or its respective Affiliates (including information that may be subject to confidentiality obligations in favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral Agent shall not be under any parallel debtobligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Agent to advance funds. (d) The Collateral Agent is authorized and directed to execute (i) enter into the Collateral Documents, (ii) bind the Holders on the terms as set forth in the Collateral Documents and (iii) perform and observe its obligations under the Collateral Documents. (e) The Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the Collateral Agent to, unless specifically requested to do so by a majority of the Holders, take or cause to be taken any and all documents action to enforce its rights under this Indenture or against any Grantor, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (including releasesi) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent. (f) The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuer, the Trustee shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Issuer or any Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any Collateral Document, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion given the Collateral Agent’s own interest in the Collateral and that the rights Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the Secured Parties foregoing. (h) No provision of this Indenture or any Collateral Document shall require the Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law), (iii) the Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect theretoof any action taken, as contemplated omitted or suffered by it in good faith and in accordance with the provisions advice or opinion of this Agreement and such counsel. The grant of permissive rights or powers to the Security Documents and acknowledge and agree that any such action by any Collateral Agent shall bind not be construed to impose duties to act. (j) Neither the LendersCollateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Each Lender agrees that it Such acts shall include but not take be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or institute any actions or proceedings, judicial or otherwise, other disasters. Neither the Collateral Agent nor the Trustee shall be liable for any right indirect, special or remedy with respect consequential damages (included but not limited to any Collateral against any Borrower or any other Loan Party or any other obligor under any lost profits) whatsoever, even if it has been informed of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent likelihood thereof and regardless of the Administrative Agent. In the event form of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleaction.

Collateral Agent. (a) Each Purchaser who will purchase FILO C Notes (in its capacity as a Purchaser and, upon issuance of the FILO C Notes, in its capacity as a FILO C Note Holder) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “FILO C Collateral Agent”), and (ii) authorizes the FILO C Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the FILO C Notes Obligations as set forth therein. Each Purchaser who will purchase JSC Notes or Management JSC Notes (in its capacity as a Purchaser and, upon issuance of the JSC Notes and the Management JSC Notes, in its capacity as a JSC Note Holder and/or Management JSC Note Holder, as applicable) hereby (i) appoints TASCR Ventures CA, LLC, as the collateral agent to act on its behalf hereunder and under the Security Documents (in such capacity, the “JSC Collateral Agent”), and (ii) authorizes the JSC Collateral Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof, including, without limitation, to enter into each applicable Intercreditor Agreement, to perform its obligations thereunder and to subordinate the Liens on the Collateral securing the JSC Notes Obligations and the Management JSC Notes Obligations as set forth therein. The Administrative Collateral Agent shall also act as not have, by reason hereof or pursuant to any Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the “collateral agent” under Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Loan DocumentsSecurity Documents except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the Lenders (including in its capacities as a potential Qualified Counterparty duties and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative obligations of Collateral Agent to act as the agent of such Lender and the Issuing Lenders (with the full power to appoint and to substitute and to delegate) on its behalf, pursuant hereto or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, . (b) The Collateral Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the benefits proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (c) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) business days prior written notice to Issuer and each holder of the Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below. Upon any such notice of resignation, the Required Holders shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as Collateral Agent, such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Notes and the Collateral Agreement. After any Collateral Agent’s resignation hereunder, the provisions of this Section 10 and Section 115.5 shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) business day period, the retiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, if any, as though such co-agentsthe Required Holders appoint a successor Collateral Agent as provided above. (d) Issuer hereby covenants and agrees to take all actions as promptly as practicable reasonably requested by either the Required Holders or the Collateral Agent (or its successor), sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) from time to execute any and all documents (including releases) with respect time pursuant to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions terms of this Agreement Section 5.5, to secure a successor Collateral Agent satisfactory to such requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all fees of such successor Collateral Agent, by having Issuer agree to indemnify any successor Collateral Agent and by each of Issuer executing a collateral agency agreement or similar agreement and/or any amendment to the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take reasonably requested or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure required by the Administrative Agent on any of the successor Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.

Collateral Agent. (a) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, Trustee and each of the Lenders (including in its capacities Holders by acceptance of the Notes hereby acknowledge the Issuer’s appointment of the Collateral Agent as a potential Qualified Counterparty and a potential Cash Management Provider) the Trustee’s and the Issuing Lenders Holders’ collateral agent under this Indenture and the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably appoints and authorizes authorize the Administrative Collateral Agent to act as take such action on their behalf under the agent provisions of such Lender this Indenture and the Issuing Lenders (with the full power to appoint Collateral Agreements and to substitute exercise such powers and perform such duties as are expressly delegated to delegate) on its behalf, or in its own name as joint the Collateral Agent by the terms of this Indenture and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the ObligationsAgreements, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, The Collateral Agent agrees to act as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien such on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all express conditions contained in this Section 11.06. The provisions of this Section 10 11.06 are solely for the benefit of the Collateral Agent and Section 11none of the Trustee, any of the Holders, the Issuer or any of the other Collateral Grantors shall have any rights as though such co-agentsa third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Agreements, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in full herein the Collateral Agreements, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with respect theretothe Trustee, any Holder or the Issuer or any other Collateral Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoingforegoing sentence, the Lenders use of the term “agent” in this Indenture with reference to the Collateral Agent shall not be construed to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent may execute any of its duties under this Indenture and the Collateral Agreements by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and the written advice of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent, employee or attorney-in-fact that it selects as long as such selection was made without negligence or willful misconduct. (c) None of the Collateral Agent or any of its agents or employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby expressly authorize the Administrative Agent on its behalf and/or in (except for its own name gross negligence, bad faith or willful misconduct) or under or in connection with any Collateral Agreements or the transactions contemplated thereby (including except for its own gross negligence, bad faith or willful misconduct), or (ii) be responsible in any manner to the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Collateral Grantor contained in this Indenture or any of the Collateral Agreements, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture or any of the Collateral Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the Collateral Agreements, or for any failure of the Issuer or any other Collateral Grantor or any other party to this Indenture or any of the Collateral Agreements to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of its agents or employees shall be under any parallel debtobligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or any of the Collateral Agreements or to inspect the properties, books or records of the Issuer or any other Collateral Grantor. (d) The Collateral Agent shall not be deemed to execute have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and all documents (including releases) stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Trustee acting in accordance with Article 6 (subject to this Section 11.06); provided, however, that unless and until the provisions of this Agreement and the Security Documents and acknowledge and agree that Collateral Agent has received any such action by any request, the Collateral Agent shall bind the Lenders. Each Lender agrees that it may (but shall not be obligated to) take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help)such action, or institute any actions or proceedings, or otherwise commence any remedial proceduresrefrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (e) The Collateral Agent may resign at any time by so notifying the Issuer and the Trustee in writing at least thirty (30) days prior to the proposed date of resignation, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral of any Borrower or any other Loan PartyAgent. If the Collateral Agent resigns under this Indenture, without the prior written Trustee, subject to the consent of the Administrative Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), shall appoint a successor Collateral Agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor Collateral Agent, which may be the same Person as the Trustee. If no successor Collateral Agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation), the Collateral Agent, the Issuer or the Holders of at least 10% in principal amount of the then outstanding principal amount of the Notes shall be entitled to petition at the expense of the Issuer a court of competent jurisdiction to appoint a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Thereupon, the resignation of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Indenture and the Collateral Agreements. The successor Collateral Agent shall mail a notice of its succession to the Trustee. The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, provided that all sums owing to the retiring Collateral Agent hereunder have been paid. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 11.06(e), the Issuer’s obligations under this Section 11.06 and Section 11.11 shall continue for the benefit of the retiring Collateral Agent. In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any operational or managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to incur potential liability under CERCLA, any Environmental Law or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign as the Collateral Agent or arrange for the transfer of the title or control of the asset to a foreclosure court-appointed receiver. The Collateral Agent shall not be liable to the Parent, the Issuer, the Holders of Notes, or any other Person for any Environmental Claims or any liability arising under CERCLA, any Environmental Law, or under any federal, state or local law, rule or regulation by reason of the Administrative Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the presence, release or threatened release of Hazardous Materials. (f) Except as otherwise explicitly provided herein or in the Collateral Agreements, neither the Collateral Agent on nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral pursuant or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a public result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or private sale agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (g) The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (i) enter into the Collateral Agreements to which it is a sale party, (ii) bind the Holders on the terms as set forth in such Collateral Agreements, (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements and (iv) cause the Collateral Agent to enter into and perform its obligations under the Collateral Agreements. The Collateral Agent is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the Collateral Agent, to (i) enter into the Collateral Agreements to which it is a party, (ii) bind the Trustee and the Holders on the terms as set forth in such Collateral Agreements and (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Agreements, including entering into amendments permitted by the terms of this Indenture or the Collateral Agreements. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Collateral Agreement, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. (h) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral pursuant to Section 363 exists or is owned by the Issuer or any of the Bankruptcy Code (other Collateral Grantors or an equivalent process in is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any foreign jurisdiction)particular priority, the Administrative Agent or any Lender may be the purchaser of any or to determine whether all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Agreements has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. (i) The Collateral Agent (i) shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by an authorized officer, unless it is proved that the Collateral Agent was negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law), and (iii) may consult with counsel of its selection and the written advice or opinion of such counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created by the Collateral Agreements (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it under this Indenture or any Collateral Agreement) and such responsibility shall be solely that of the Issuer. Notwithstanding anything else to the contrary herein, the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers required in writing by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (or such other number or percentage of the aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Indenture). Whenever reference is made in any Collateral Agreements to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall have no duty and shall be fully justified in failing or refusing to take any such sale, to use and apply any action under unless it shall have received written instructions from the Holders of at least a majority in aggregate principal amount of the Obligations as a credit on account Notes then outstanding (or such other number or percentage of the purchase price for aggregate principal amount of Notes as shall be necessary under the circumstances as provided in the Indenture). The Collateral Agent may refuse to act if in the Collateral Agent’s opinion such action (i) is contrary to law or the provisions of any Collateral payable by Agreements; (ii) may expose the Administrative Collateral Agent at to financial or personal liability (unless the Collateral Agent shall have received indemnity and security to its satisfaction for such saleliability); or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the agent benefits hereof, the other Secured Parties. 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 such Lender Collateral), solely in accordance with this Agreement, the Credit Agreement and the Issuing Lenders Intercreditor Agreement; provided, the Collateral Agent shall, after payment in full of all Obligations (with excluding contingent obligations in respect of customary indemnification liabilities that survive termination of the full power to appoint Credit Documents or such Person's release or discharge therefrom) under the Credit Agreement and to substitute and to delegate) on its behalfthe other Credit Documents, exercise, or in its own name as joint and several creditor or creditor of a parallel debt (as the case may be) refrain from exercising, any remedies provided for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any instructions of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement holders of a majority of the aggregate notional amount (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial proceduresor, with respect to any Collateral Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any Borrower or any other Loan early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, without the prior written consent by its acceptance of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral pursuant to hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Lenders/Secured Parties in accordance with the terms of this Section. Collateral Agent may resign or be removed and a public or private sale or a sale of any successor Collateral Agent may be appointed, all in accordance with Section 9.7 of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.

Collateral Agent. The Administrative Collateral Agent has been appointed to act as collateral agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall also act as be obligated, and shall have the “collateral agent” 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 the Credit Documents and, after the Intercreditor Effective Date, the Secured Credit Documents subject to the terms of the First Lien Intercreditor Agreement; provided, that, prior to the Intercreditor Effective Date, the Collateral Agent shall, after payment in full of all Credit Obligations under the Loan DocumentsCredit Agreement and the other Credit Documents (other than obligations under Hedging Agreements), and each exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedging Agreement) under all Hedging Agreements. In furtherance of the foregoing provisions of this Section, each 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 Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Grantors and the Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders hereby irrevocably appoints and authorizes shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to act as the agent of such Lender and the Issuing Lenders (with the full power Grantors, to appoint a successor Collateral Agent which must be acceptable to Grantors (unless an Event of Default under the Credit Agreement has occurred and is continuing). Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to substitute and to delegate) on its behalfbecome vested with all the rights, or in its own name as joint powers, privileges and several creditor or creditor of a parallel debt (as the case may be) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any duties of the Loan Parties retiring or removed Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to secure any such successor Collateral Agent all sums and other items of the ObligationsCollateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement, and (ii) execute and deliver to such powers successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and discretion take such other actions, as are reasonably incidental theretomay be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created hereunder, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement. In this connection, After any retiring or removed Collateral Agent’s resignation or removal hereunder as the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. The Collateral Agent (including any successor Collateral Agent) shall enjoy the benefits afforded it under Section 9.6 of the Credit Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise equivalent provision of any right of setoffOther First Lien Agreement, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without it being understood that the prior written consent of indemnification provided under the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of Credit Agreement shall come from the Lenders (but not any Lender or Lenders in its or based on their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations Pro Rata Share as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleset forth therein.

Collateral Agent. The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent has been appointed to act as Collateral Agent hereunder by the agent Lenders and, by their acceptance of such Lender the benefits hereof, the other Secured Parties. 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 Issuing Lenders Credit Agreement; provided that the Collateral Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents (other than Secured Hedging Agreements), exercise, or refrain from exercising, any remedies provided for herein in accordance with the full power to appoint and to substitute and to delegateinstructions of the holders (the “Majority Holders”) on its behalf, or in its own name as joint and several creditor or creditor of a parallel debt majority of the aggregate “settlement amount” as defined in the Secured Hedging Agreements (or, with respect to any Secured Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Secured Hedging Agreement) under all Secured Hedging Agreements. For purposes of the foregoing sentence, settlement amount for any Secured Hedging Agreement that has not been terminated shall be the settlement amount as of the case may be) last Business Day of the month preceding any date of determination and shall be calculated by the appropriate Lender Counterparties and reported to the Collateral Agent upon request; provided that any Secured Hedging Agreement with a settlement amount that is a negative number shall be disregarded for purposes of acquiringdetermining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, holding and enforcing any and all Liens on Collateral granted each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Loan Parties to secure any of the ObligationsCollateral hereunder, together with it being understood and agreed by such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any Secured Party that all rights and remedies thereunder at hereunder may be exercised solely by the direction Collateral Agent for the benefit of the Administrative Agent, shall be entitled to Secured Parties in accordance with the benefits of all provisions terms of this Section 10 and Section 11, as though such co-agents, sub-agents and attorneys-in-fact were with the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting the generality terms of Article IX of the foregoing, Credit Agreement The provisions of the Lenders hereby expressly authorize the Administrative Agent on its behalf and/or in its own name (including under any parallel debt) to execute any and all documents (including releases) with respect Credit Agreement relating to the Collateral and the rights of the Secured Parties with respect theretoAgent including, as contemplated by and in accordance with without limitation, the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. Each Lender agrees that it shall not take relating to resignation or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against any Borrower or any other Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of any Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a foreclosure by the Administrative Agent on any removal of the Collateral pursuant to a public or private sale or a sale of any Agent and the powers and duties and immunities of the Collateral pursuant to Section 363 Agent are incorporated herein by this reference, mutatis mutandis, as if fully set forth herein, and such incorporation shall survive any termination of the Bankruptcy Code (or an equivalent process in any foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such saleCredit Agreement.