Common use of Collateral Agent Clause in Contracts

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and the Issuing Lenders hereby irrevocably constitutes appoints and appoints 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in 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’s , 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power 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 substitutionitself 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 Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent 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 loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and 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 that 10 days notice 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 constitute 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 notice 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 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 (or shall cause its designee to) review the Loan 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 no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer 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 Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral 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 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 Pledged Collateralassets constituting collateral which is permitted pursuant to 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 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 other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply 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 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 applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to 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 any rightthe Collateral Agent, power or remedy does not impose upon 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 duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant 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 terms of the Pledged CollateralCo-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The sale, transfer or other disposition under this Agreement payment of such fee shall not be duplicative of any right, title, or interest such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Loan or any person claiming under or through the PledgorOther Mezzanine Loan).

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” (a) The Pledgor irrevocably constitutes and appoints to the Collateral Agent, with full power extent required for purposes of substitutionholding any Ship Mortgage or any other Security Document, as the Pledgor’s true “collateral trustee”) under the Loan Documents, and lawful attorneyeach of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender 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, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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 shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 Collateral against 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 Company or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Company or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes provisions of Section 9 that apply to the Administrative Agent shall apply, mutatis mutandis, to the Collateral Agent and appoints the to any successor Collateral Agent, with full power of substitutionas applicable; provided that, as notwithstanding anything herein to the Pledgor’s true and lawful attorney-in-factcontrary, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, Agent shall have the right to appoint a successor to itself as Collateral Agent and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyany Lender. (b) The Pledgor agrees that 10 days 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 the accounting for moneys actually received by it hereunder or under any of the other Loan Documents, the Collateral Agent shall constitute reasonable notice in connection not have any duty as to any Collateral, as to ascertaining or taking action with any salerespect to calls, transfer conversions, exchanges, maturities, trades or other disposition matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of Pledged Collateralsuch 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 possession if such Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. (c) The Each of the Administrative Agent and the Collateral Agent may comply with any applicable state or federal law requirements Agent, in connection with a disposition of Pledged Collateral its capacity as an agent under the Intercreditor Agreement, shall be entitled to all right, privileges, protections, immunities, benefits and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant indemnities provided to the Collateral Administrative 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 CollateralSection 9. (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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The 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 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal 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 and the risk powers and duties and immunities 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default The 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 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal 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 and the risk powers and duties and immunities 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power Notes hereby authorize the appointment of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents as the Trustee’s and the Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorize the Collateral Agent to 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 Collateral Agent by the terms of this power of attorneyIndenture, the Intercreditor Agreements and the other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Collateral Agent may resign and its successor appointed in connection accordance with any sale, transfer or other disposition the terms of Pledged Collateralthe Intercreditor Agreement. (c) 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 (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 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 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 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 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 comply with any applicable state or federal law requirements in connection with a disposition be subject to, and restricted by, the provisions of Pledged the Intercreditor Agreement and the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralTrust 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 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 shall have no obligation whatsoever to take the Trustee or any steps of the Holders to preserve assure that the Collateral exists or is owned by the Company or any claim of the Collateral Grantors or other right against any person is cared for, protected or with respect 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 Pledged Collateralparticular priority, or to determine whether all of the applicable Collateral 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. (e) The Pledgor bears grant of permissive rights or powers to the risk Collateral Agent shall not be construed to impose duties to act. For the avoidance of lossdoubt, damage, diminution in valuenothing herein shall require the Collateral Agent to file financing statements or continuation statements, or destruction of be responsible for maintaining 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect security interests purported to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens be created by the Pledgor). (h) The Pledgor agrees Collateral Agreements and such responsibility shall be solely that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCompany.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Administrative Agent and each of the Lenders hereby designates and appoints the Collateral Agent as its agent under the Collateral Documents and the Administrative Agent and each of the Lenders hereby irrevocably 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 execute and deliver the Joinder to Intercreditor Agreement and Joinder to Collateral Agency Agreement whereby the Administrative Agent, with full power on behalf of substitutionitself and the Lenders, agrees to be bound by the terms of the Security Agreement, the Intercreditor Agreement, the Collateral Agency Agreement and the other Collateral Documents in their capacities as a “Secured Party” under and as defined in the Security Agreement. In this connection, the Collateral Agent, as the Pledgor’s true “Collateral Agent” and lawful attorneyany co-agents, sub-agents and attorneys-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken fact appointed by the Collateral Agent pursuant to the Collateral Documents for purposes of holding or its enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Secured 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 Article IX and Article X (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. Notwithstanding any provision to the contrary contained elsewhere in this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleAgreement and the Collateral Documents, transfer or other disposition of Pledged Collateral. (c) The the Collateral Agent may comply 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 applicable state Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or federal law requirements liabilities shall be read into this Agreement and the Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in connection this Agreement or any other Loan Document with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant 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 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawLoan Documents, the Collateral Agent will shall have no duties and may use its sole discretion with respect to exercising or obligations 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 Agreement and the other Loan Documents, including the exercise of remedies pursuant to Article VIII, and any action so taken or otherwise with respect not taken shall be deemed consented to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through Administrative Agent and the PledgorLenders.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Bank Product Provider) The Pledgor and the Issuing Banks hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 Collateral against 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 Borrowers or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, any Bank Product Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrowers or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause Bankruptcy Code or as required under applicable lawany other Debtor Relief Laws, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Finance Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The 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 (aif any) The Pledgor irrevocably constitutes and appoints has, pursuant to Section 7.05, the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any all actions and exercise all of the actions authorized by this Agreement 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 permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultCollateral), including, without notice limitation, the power to or direct the consent exercise of the Pledgor. This power of attorney is a power coupled remedies by any collateral agent appointed with an interest and cannot be revokedrespect to such Collateral. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice Trustee 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any have no right, power responsibility 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 action with respect to any Pledged Collateral. (e) The Pledgor bears such Guarantee or Collateral or in connection with the risk exercise of lossremedies in connection therewith. To the extent required, damage, diminution in value, or destruction each of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission Trustee and the Issuer authorizes the appointment of any courier, bailee, broker, bank, investment bank collateral agent in connection with the Collateral and authorizes such collateral agent to enter into any agreements it deems appropriate in connection with the Collateral and any intercreditor arrangements or any other person chosen by it remedial rights in connection therewith, including without limitation, any security agreement or intercreditor agreement (each a “Security Document”). In connection with reasonable care. (g) The Collateral Agent makes no express the foregoing, and for the avoidance of doubt, any such collateral agent shall not have any duties or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as obligations except those expressly set forth in this Clause or as required under applicable lawthe Security Documents, and its duties thereunder shall be administrative in nature. Without limiting the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest generality of the Pledgor in foregoing, any item such collateral agent and its affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Pledged Collateral willsuch collateral agent and of its affiliates: (i) operate shall not be subject to divest the Pledgor permanently any fiduciary or other implied duties, regardless of whether a default or Event of Default has occurred and all persons claiming under or through the Pledgor of that right, title, or interest, andis continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Security Documents and then only as directed in accordance with the terms thereof; provided that such collateral agent shall not be a perpetual barrequired to take any action that, both at law and in equityits opinion or the opinion of its counsel, may expose the collateral agent to liability or that is contrary to any claims 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 Affiliate thereof that is communicated to or obtained by such collateral agent or any of its Affiliates in any capacity; (iv) shall not be 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 request of the secured party entitled to direct the collateral agent under the applicable Security Document, (B) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment or (C) in reliance on a certificate of an authorized officer of the Borrower or any applicable guarantor of the obligations secured under such Security Document stating that such action is permitted by the Pledgor 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 default 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 claiming under to ascertain or through inquire into (A) any statement, warranty or representation made in or in connection with any Security Document, (B) the Pledgorcontents 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 covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (D) the validity, enforceability, effectiveness or genuineness of any 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 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 collateral 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. s rights upon default (ai) The Pledgor 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 Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral Agent’s name (or otherwiseany portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Pledgor’s expense, to take any direction of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultAdministrative Agent, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot shall be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant entitled to the Collateral Agent benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were 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. (eLoan Documents) 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise full herein with respect to the Pledged Collateralthereto. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) Without limiting the powers of the “collateral agent” pursuant to the terms hereof or the other Loan Documents, for the purposes of holding any Liens granted by any of the Loan Parties under the laws of the Province of Quebec pursuant to the Collateral Documents, each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby acknowledges that the collateral agent shall be and act as the hypothecary representative of all present and future Lenders (including in its capacities as a perpetual barpotential Hedge Bank, both at law and a potential Cash Management Bank) and the L/C Issuer for all purposes of Article 2692 of the Civil Code of Quebec (the “Hypothecary Representative”). Each of the Lenders (including in equityits capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby appoints, to 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 claims by of the Pledgor or any person claiming under or through Secured Obligations. The collateral agent accepts to act as Hypothecary Representative of all present and future Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the PledgorL/C Issuer for all purposes of Article 2692 of the Civil Code of Quebec.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrower to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) 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 affect the commercial reasonableness of any 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 subordination agreement with respect to any Pledged CollateralSubordinated Debt. (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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent’s name or otherwise, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(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, and at 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 Pledgor’s expense, to take any Administrative Agent acting as the “collateral agent”. Without limiting the generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing, the occurrence and during Lenders hereby expressly authorize the continuation of an Event of Default, without notice Administrative Agent to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise execute any and all documents (including releases) with respect to the Pledged Collateral. Collateral (jincluding any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) The saleand the rights of the Secured Parties with respect thereto, transfer or other disposition under as contemplated by and in accordance with the provisions of this Agreement of and the Collateral Documents and acknowledge and agree that any right, title, or interest of such action by the Pledgor in any item of Pledged Collateral will: (i) operate to divest Administrative Agent shall bind the Pledgor permanently Lenders and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorbinding upon each Lender.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Hedge Bank and a potential Cash Management Bank) The Pledgor and the L/C Issuers hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral Agent’s name (or otherwiseany portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Pledgor’s expense, to take any direction of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultAdministrative Agent, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot shall be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant entitled to the Collateral Agent benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact were 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than Loan Documents as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawfull herein with respect thereto. Without limiting the generality of the foregoing, the Collateral Lenders hereby expressly authorize the Administrative Agent will have no duties or obligations under this Agreement or otherwise to execute any and all documents (including releases) with respect to the Pledged Collateral. (j) The saleCollateral and the rights of the Secured Parties with respect thereto, transfer or other disposition under as contemplated by and in accordance with the provisions of this Agreement of and the Collateral Documents and acknowledge and agree that any right, title, or interest of such action by any Agent shall bind the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorLenders.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power 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 substitutionitself 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 Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent 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 loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and 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 that 10 days notice 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 constitute 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 notice 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 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 (or shall cause its designee to) review the Loan 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 no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer 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 Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral 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 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 Pledged Collateralassets constituting collateral which is permitted pursuant to 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 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 other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply 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 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 applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to 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 any rightthe Collateral Agent, power or remedy does not impose upon 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 duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant 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 terms of the Pledged CollateralCo-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The sale, transfer or other disposition under this Agreement payment of such fee shall not be duplicative of any right, title, or interest such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Loan or any person claiming under or through the PledgorOther Mezzanine Loan).

Collateral Agent. s rights upon default The 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 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation 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 and the risk powers and duties and immunities 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 Collateral against 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 Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lenders 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in 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’s name , 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 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 shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints Xxxxxx Xxxxxxxxx as Collateral Agent for the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any benefit of the actions authorized by Secured Parties under this Agreement or permitted under applicable law upon to serve from the occurrence and during date hereof until the continuation termination of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyAgreement. (b) The Pledgor agrees that 10 days notice 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 “Majority Note Holders”) in accordance with the terms hereof, together with such powers as are reasonably incidental thereto. Collateral Agent may execute any of its duties hereunder by or through agents or employees and shall constitute reasonable notice be entitled to request and act in connection with reliance upon the advise of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any sale, transfer action taken or other disposition of Pledged Collateralomitted to be taken by it in good faith in accordance therewith. (c) The Collateral Agent may comply shall not be liable or responsible to any Secured Party or to LLCL or any of its Affiliates for any action taken or omitted to be taken by Collateral Agent or any other 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 instrument or document delivered hereunder or relating hereto; (B) the title of LCLX or any of its Affiliates to any of the Collateral or 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 applicable state of the terms and conditions of this Agreement; (D) the failure by LCLX or federal law requirements in connection any of its Affiliates to deliver any instrument or document required to be delivered pursuant to the terms hereof; or (E) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with a disposition respect to the Collateral, the servicing of Pledged the Collateral and compliance will not be considered adversely to affect or the commercial reasonableness enforcement or the collection of any sale of Pledged amounts owing with respect to the Collateral. (d) The grant In connection with this Security Agreement and the transactions contemplated hereby and any related document relating to any of the Collateral, each of the 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 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 of and the transactions contemplated hereby and 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 related agreement or other right against any person instrument or with respect to any Pledged Collateral. (e) The Pledgor bears document, as the risk of losscase may be, 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created unless such liability shall be caused by the Pledgor)willful misconduct or gross negligence of Collateral Agent. (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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 shall bind the Lenders. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 Collateral against 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 Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders or their predecessors (as amended from time to time, with full power 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 substitutionitself 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 Pledgor’s true secured party of record and lawful attorney-in-fact, mortgagee of record for purposes of the grants of security and collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A., as the Collateral Agent 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 replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and 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 that 10 days notice 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 constitute 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 notice 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 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 (or shall cause its designee) to review the Loan 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 no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer 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 Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral 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 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 Pledged Collateralassets constituting collateral which is permitted pursuant to 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 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 other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply 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 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 applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to 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 any rightthe Collateral Agent, power or remedy does not impose upon 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 duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant 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 terms of the Pledged CollateralCo-Lender Agreement. (f) The Collateral Agent will have no responsibility shall be paid an annual fee of $15,000 for any act or omission its services by Borrower. For 2010, Borrower shall pay the prorated amount of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The such fee to Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to on the Pledgor or its successors Closing Date (i.e. services from the Closing Date forward until December 31, 2010). Commencing January 2011 and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the annually each January thereafter, Collateral Agent will have met shall submit its duty invoice for $15,000 to Borrower for payment. Borrower shall promptly pay such invoice within ten (10) Business Days of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountreceipt. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender (awith the full power to appoint and to substitute and to delegate) The Pledgor irrevocably constitutes on its behalf, or in its own name as joint and appoints 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in 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’s , 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrowers to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) 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 affect the commercial reasonableness of any 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 subordination agreement with respect to any Pledged CollateralSubordinated Debt. (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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor and each of the Issuing Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 10.5 for purposes of holding or in 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’s , 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 against any act or omission of any courier, bailee, broker, bank, investment bank Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of any Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral pursuant to Section 363 of the Bankruptcy Code (or an equivalent process in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany foreign jurisdiction), the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral Agent will have no duties at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or obligations under this Agreement Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with respect to the Pledged Collateral. (j) 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, transfer or other disposition under this Agreement of to use and apply any right, title, or interest of the Pledgor in Obligations as a credit on account of the purchase price for 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims payable by the Pledgor or any person claiming under or through the PledgorAdministrative Agent at such sale.

Collateral Agent. s rights upon default (a) The Pledgor Secured Parties hereby: (i) irrevocably constitutes designate the Collateral Agent as their agent to act on behalf of the Secured Parties as their representative and appoints 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 sole secured party on any and all security documents, filings or notices executed or filed pursuant to or in respect of this Security Agreement; and (iii) agree that the Collateral Agent is authorized to file any and all terminations of such documents, filings or notices at such time or times as it determines is appropriate. (b) 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, with full power of substitution, as but in all cases subject to the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any rights of the actions authorized by this Agreement or permitted under applicable law upon grantees of the occurrence and during the continuation of Permitted Liens: (i) after an Event of Default, without notice file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Collateral Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Pledgor. This power of attorney is a power coupled with an interest Secured Parties and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or its agents under 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 the Collateral Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this power Agreement; and (iii) either before or after an Event of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Default, pay all filing fees in connection with any salefinancing, transfer continuation, or termination statement 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise instrument with respect to the Pledged CollateralSecurity Interest. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Securities hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Securities hereby irrevocably authorizes the 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 Pledgor’s true and lawful attorney-in-factsame 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 Pledgor’s name or express conditions contained in this Section 11.08. The provisions of this Section 11.08 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the 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 or the consent Holders nor any of the PledgorGrantors 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. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents under remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this power Indenture, the Security Documents and the Intercreditor Agreement, the duties of attorney. (b) The Pledgor agrees that 10 days notice the Collateral Agent shall constitute reasonable notice be ministerial and administrative in connection with nature, and the Collateral Agent shall not have any saleduties or responsibilities, transfer 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 disposition fiduciary relationship with the 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 Pledged Collateral. (c) The Collateral Agent may comply the foregoing sentence, the use of the term “agent” in this Indenture with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under this Agreement agency doctrine 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law. Instead, the Collateral Agent will have no duties such term is used merely as a matter of market custom, and is intended to create or obligations under this Agreement or otherwise with respect to the Pledged Collateralreflect only an administrative relationship between independent contracting parties. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s The Collateral Agent has been appointed to act as Collateral Agent hereunder by each Secured Party either pursuant to the Transaction Documents or by their acceptance of 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 Indenture. Without the written consent of the Collateral Agent that would be affected thereby, no amendment, modification, termination, or 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 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 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 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 default five (a5) The Pledgor irrevocably constitutes and appoints Business Days' notice to the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any following receipt of the actions authorized by this Agreement Grantors' consent (which shall not be unreasonable withheld or permitted under applicable law upon the occurrence delayed and during the continuation of which shall not be required while an Event of DefaultDefault exists), without notice to or appoint a successor Collateral Agent. Upon the consent acceptance of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the any appointment as Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees hereunder by a successor Collateral Agent, 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the 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 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 discharged from its duties and obligations under this Agreement. After any rightretiring or removed Collateral Agent's resignation or removal hereunder as the Collateral Agent, power the provisions of this Agreement shall inure to its benefit as to any actions taken or remedy does not impose upon omitted to be taken by it under this Agreement while it was 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 Collateralhereunder. (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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Holder, by acceptance of the Note, hereby designates and appoints appoint the Collateral AgentAgent as its agent under the Security Documents and the Holder by acceptance of the Note, with full power hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of substitutionthis 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 Pledgor’s true and lawful attorney-in-factsame may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled accordance with an interest and cannot be revokedtheir respective terms. The Pledgor ratifies and confirms all actions Collateral Agent agrees to act as such on the express conditions contained in this Section 11.5. The Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Note or its agents the Security Documents (as applicable), and the exercise by the 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 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 any 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 foregoing sentence, the use of the term “agent” in this Note with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under this power agency doctrine of attorneyany 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 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 perform any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent its duties under this Agreement of any rightNote and/or the Security Documents (as applicable) by or through receivers, power or remedy does not impose upon the Collateral Agent any duty to exercise that rightagents, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person employees, attorneys-in-fact or with respect to any Pledged Collateral. specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (e) The Pledgor bears the risk a “Related Person”), and shall be entitled to advice of losscounsel concerning all matters pertaining to such duties, damageand shall be entitled to act upon, diminution and shall be fully protected in value, taking action in reliance upon any advice or destruction of the Pledged Collateral. (f) opinion given by legal counsel. The Collateral Agent will have no responsibility shall not be responsible for any act the negligence or omission willful misconduct of any courierreceiver, baileeagent, brokeremployee, bank, investment bank attorney-in-fact or any other person chosen by Related Person that it selects as long as such selection was made in good faith and with reasonable due care. (g) . The Collateral Agent makes no express or implied representations or warranties with respect exculpatory provisions of this Article 11 shall apply to any Pledged Collateral or other property released such sub-agent and to the Pledgor or its successors and assigns (other than as to the absence Affiliates of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountany such sub-agent. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and 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 Indenture and the Collateral Documents, together with full power such powers as are reasonably incidental thereto. The provisions of substitutionthis Section 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 Pledgor’s true provisions contained herein other than as expressly provided in Section 11.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and lawful attorney-in-factthe Collateral Documents, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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 agents 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 power Indenture, and the Collateral Documents, including the exercise of attorneyremedies 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 Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective Affiliates shall constitute reasonable notice (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 saleCollateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 disposition 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 Pledged Collateralthis 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 comply 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 applicable state Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or federal law requirements 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 connection with a disposition of Pledged favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral and compliance will Agent shall not be considered adversely under any obligation to affect provide such information to the commercial reasonableness Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of any sale of Pledged Collateralthe Collateral Agent to advance funds. (d) The grant Collateral Agent is authorized and directed to (i) enter into the Collateral Agent under this Agreement of any rightDocuments, power or remedy does not impose upon (ii) bind the Holders on the terms as set forth in the Collateral Agent any duty to exercise that right, power or remedy. The Documents and (iii) perform and observe its obligations under 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 CollateralDocuments. (e) The Pledgor bears Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the risk Collateral Agent to, unless specifically requested to do so by a majority of lossthe Holders, damagetake or cause to be taken any action to enforce its rights under this Indenture or against any Grantor, diminution in valueincluding the commencement of any legal or equitable proceedings, to foreclose any Lien on, or destruction otherwise enforce any security interest in, any of the Pledged Collateral. If at any time or times the Trustee shall receive (i) 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 will have no responsibility is each Holder’s agent for any act or omission 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 couriersuch Collateral, baileeupon request from the Issuer, brokerthe Trustee shall notify the Collateral Agent thereof, bankand, investment bank promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or any other person chosen by it otherwise deal with reasonable caresuch Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent makes shall have no express obligation whatsoever to the Trustee or implied representations any of the Holders to assure that the Collateral exists or warranties with respect 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 Pledged Collateral particular priority, or other to determine whether all or the Issuer or any Guarantor’s property released constituting collateral intended to be subject to the Pledgor 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 successors sole discretion given the Collateral Agent’s own interest in the Collateral and assigns (that the Collateral Agent shall have no other than duty or liability whatsoever to the Trustee or any Holder as to any of the absence of liens created by the Pledgor)foregoing. (h) The Pledgor agrees that No provision of this Indenture or any Collateral Document shall require the Collateral Agent will have met (or the Trustee) to expend or risk its duty own funds or otherwise incur any financial liability in the performance of care under applicable law 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 holds, maintains and disposes shall have reasonable grounds for believing that repayment of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch funds is not assured to it. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith which it reasonably believes to be authorized or as required under applicable lawwithin 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 will have no duties or obligations under this Agreement or otherwise 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 respect the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent 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 of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) The saleNeither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, transfer strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disposition under this Agreement of disasters. Neither the Collateral Agent nor the Trustee shall be liable for any rightindirect, titlespecial or consequential damages (included but not limited to lost profits) whatsoever, or interest even if it has been informed of the Pledgor in any item likelihood thereof and regardless of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor form of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgoraction.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes All items of Collateral and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name any interest therein to be delivered to or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, held by Holder pursuant to take any of the actions authorized by this Agreement or permitted under applicable law upon shall be held by Holder, for the occurrence benefit of itself. Debtor may conclusively and during the continuation of an Event of Defaultabsolutely rely, without notice inquiry, upon any action of Xxxxxx in all matters referred to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under in this power of attorneyAgreement. (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 Pledgor agrees that 10 days notice duties of Holder shall constitute reasonable notice be mechanical and administrative in connection with any sale, transfer or other disposition of Pledged Collateralnature. (c) The 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 Agent may comply with or any applicable state 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 federal law requirements in connection with by a disposition final order, decree or judgment of Pledged Collateral a court of competent jurisdiction and compliance will not be considered adversely from which no appeal has been taken and as to affect which the commercial reasonableness of any sale of Pledged Collateraltime the right to appeal has expired. (d) The grant All proceeds of the Collateral shall be applied as follows: (i) first, to the Collateral Agent 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 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 rightother Obligations owed to Holder, power 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 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 Collateralas otherwise required by law. (e) The Pledgor bears Holder, in consultation with Xxxxxx, shall have the risk right to appoint a third-party collateral agent; provided, however, that, notwithstanding the results of losssuch consultation with Xxxxxx, damage, diminution in value, or destruction the right of the Pledged CollateralHolder to appoint a successor shall be exercised by the Holder in its sole discretion. (f) The Collateral Agent will have no responsibility for any act or omission Holder shall use reasonable care in the custody and preservation of any courierCollateral in Holder’s possession. Holder shall not be liable for (i) any action taken or omitted by it in its discretion under or in connection with this Agreement, bailee, broker, bank, investment bank or any other person chosen applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by it with reasonable carea final non-appealable judgment by a court of competent jurisdiction). (g) The Collateral Agent makes no Notwithstanding anything in this Agreement or any other agreement or document, express or implied representations or warranties with respect implied, it is agreed that (i) Holder shall not be subject to any Pledged Collateral fiduciary or other property released implied duties, (ii) Holder shall not be required to take any action that, in its opinion or the Pledgor 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 other experts selected by it and 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 advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its successors duties and assigns (other than as to the absence of liens created exercise its rights and powers hereunder by the Pledgor)or through any one or more sub-agents appointed by Xxxxxx. (h) The Pledgor agrees that provisions of this Section 28 are solely for the Collateral Agent will benefit of Xxxxxx, and Debtor shall not have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except rights as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement a third party beneficiary of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuch provisions.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power of substitution, as the Pledgor’s true Security Agreement and lawful attorney-in-fact, in the Pledgor’s name or in Security Documents and the Collateral Agent’s name or otherwise, Trustee and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by Notes hereby irrevocably authorizes the Collateral Agent or to take such action on its agents behalf under the provisions of this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleIndenture, 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 the Security Agreement and compliance will not be considered adversely the Security Documents and to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant exercise such powers and perform such duties as are expressly delegated to the Collateral Agent under by the terms of this Indenture, the Security Agreement of any rightand the Security Documents, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedytogether with such powers as are reasonably incidental thereto. The Collateral Agent will have no obligation agrees to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) act as such on the express conditions contained in this Section 1410. The Pledgor bears provisions of this Section 1410 are solely for the risk of loss, damage, diminution in value, or destruction benefit of the Pledged Collateral. (f) The Collateral Agent will and none of the Trustee, any of the Holders nor the Issuers or any of the Subsidiary Guarantors shall have no responsibility for any act or omission rights as a third party beneficiary of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to of the Pledgor or its successors and assigns (provisions contained herein other than as expressly provided in Section 1403. Notwithstanding any provision to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth contrary contained elsewhere in this Clause or as required under applicable lawIndenture, the Security Agreement and the Security Documents, the Collateral Agent will shall not have no any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Issuers or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations under or liabilities shall be read into this Indenture, the Security Agreement and the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, 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. 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 Pledged Collateral. (j) The sale, transfer Collateral Agent is expressly entitled to take or other disposition assert under this Indenture, the Security Agreement and the Security Documents, including the exercise of remedies pursuant to Article Five, and any right, title, action so taken or interest of the Pledgor in any item of Pledged Collateral will: (i) operate not taken shall be deemed consented to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through Trustee and the PledgorHolders.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any each of the actions authorized Holders by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent acceptance of the Pledgor. This power Notes hereby authorize the appointment of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents as the Trustee’s and the Holders’ collateral agent under the Collateral Agreements, and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorize the Collateral Agent to 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 Collateral Agent by the terms of this power of attorneyIndenture, the Intercreditor Agreements and the other Collateral Agreements, together with such powers as are reasonably incidental thereto. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Collateral Agent may resign and its successor appointed in connection accordance with any sale, transfer or other disposition the terms of Pledged Collateralthe Intercreditor Agreements. (c) 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 (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 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 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 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 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 comply with any applicable state or federal law requirements in connection with a disposition be subject to, and restricted by, the provisions of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralIntercreditor 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 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 shall have no obligation whatsoever to take the Trustee or any steps of the Holders to preserve assure that the Collateral exists or is owned by the Company or any claim of the Collateral Grantors or other right against any person is cared for, protected or with respect 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 Pledged Collateralparticular priority, or to determine whether all of the applicable Collateral 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. (e) The Pledgor bears grant of permissive rights or powers to the risk Collateral Agent shall not be construed to impose duties to act. For the avoidance of lossdoubt, damage, diminution in valuenothing herein shall require the Collateral Agent to file financing statements or continuation statements, or destruction of be responsible for maintaining 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect security interests purported to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens be created by the Pledgor). (h) The Pledgor agrees Collateral Agreements and such responsibility shall be solely that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCompany.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes 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 be obligated, and appoints 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 Credit Agreement; provided, the Collateral AgentAgent shall, after all Obligations have been Paid in Full under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section 10. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal of any right, power or remedy does not impose upon the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any duty to exercise that right, power or remedytermination of the Credit Agreement. The Collateral Agent will shall have no obligation the right to take any steps to preserve any claim appoint one or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears more sub-agents for the risk purpose of loss, damage, diminution in value, or destruction retaining physical possession of the Pledged Collateral. , which may be held (fin the discretion of the Collateral Agent) The Collateral Agent will have no responsibility for any act in the name of the relevant Grantor, endorsed or omission assigned in blank or in favor of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty or any nominee or nominees of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims sub-agent appointed by the Pledgor or any person claiming under or through the PledgorCollateral Agent.

Collateral Agent. s rights upon default (a) The Pledgor Each of the Lenders hereby irrevocably constitutes and appoints the Collateral Agent as its agent and authorizes the 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, together with such actions and powers as are reasonably incidental 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 for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein and execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with full power respect to the Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and distribute payments and proceeds of substitution, the Collateral as the Pledgor’s true and lawful attorney-in-fact, provided in the Pledgor’s name Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as Collateral Agent deems necessary and appropriate in accordance with the Loan Documents, (h) take any enforcement action or in the otherwise exercise any rights or remedies with respect to any Collateral Agent’s name or under any Loan Documents, applicable law or otherwise, and at (i) incur and pay such expenses as Collateral Agent may deem necessary or appropriate for the Pledgor’s expenseperformance and fulfillment of its functions and powers pursuant to the Loan Documents, whether or not any Loan Party is obligated to take 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, and the Loan Parties and the Parent shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the 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 or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” as used herein or in any other Loan Documents (or any similar term) with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by reference to the Collateral Agent is not intended to connote any fiduciary or its agents other implied (or express) obligations arising under this power agency doctrine of attorneyany applicable law. Instead, 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 Pledgor agrees that 10 days notice shall constitute reasonable notice 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 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 saledisposition permitted hereunder (including the release of any guarantor); or (iii) subject to Section 17 above, transfer if approved, authorized or other disposition ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of Pledged Collaterala Lien on such Collateral which is permitted by clause (a) or (b) of the 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’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 22(b). Collateral Agent may, and at the direction of Required Lenders shall, subject to the 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) The 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 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 affect the commercial reasonableness of any 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 as Representative of the Pledged Collateral. (fSecured Parties) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (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 avoidance of doubt, with references to the absence of liens created by the Pledgor“Agent” in such provisions (and defined terms used in such provisions) being deemed for all purposes hereof to refer to Collateral Agent). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default The 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 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 (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal 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 and the risk powers and duties and immunities 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Agent has been appointed to act as Agent hereunder by Lenders pursuant to the terms and appoints provisions of Section 9.8 of the Collateral AgentCredit Agreement and, with full power by their acceptance of substitutionthe benefits hereof, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwiseother Secured Parties. Agent shall be obligated, and at shall have the Pledgor’s expenseright 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. 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 actions authorized 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 Lenders and the Grantors. Upon any such notice of resignation, Agent immediately shall be discharged from its duties and obligations under this Agreement or permitted under applicable law and Requisite Lenders shall have the right, upon the occurrence and during the continuation of an Event of Default, without notice to or Agent, to appoint a successor Agent. Upon the consent 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 Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral retiring Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleAgreement, 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral retiring Agent under this Agreement of any right, power or remedy does not impose upon shall promptly at 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. Grantors’ expense (i) Except 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 successor Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as set forth may be necessary in this Clause or connection with the assignment to such successor Agent of the security interests created hereunder. After any retiring Agent’s resignation hereunder as required under applicable lawAgent, the Collateral Agent will have no duties provisions of this Agreement shall inure to its benefit as to any actions taken or obligations omitted to be taken by it under this Agreement or otherwise with respect to the Pledged Collateralwhile it was Agent hereunder. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, Agent shall also act as the Pledgor’s true and lawful attorney-in-fact, in “collateral agent” under the Pledgor’s name or in the Collateral Agent’s name or otherwiseLoan Documents, and at each of the Pledgor’s expenseLenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrower or a Loan Party to take secure any of the actions authorized Obligations. Each Lender hereby authorizes Agent, on behalf of and for the ratable benefit of Lenders, in its capacity as collateral agent, to enter into any of the Loan Documents as secured party for purposes of acquiring, holding and enforcing all Liens on Collateral (and any other collateral from time to time securing the Obligations), and as Agent for and representative of Lender thereunder, and each Lender agrees to be bound by the terms of each such document. All powers, rights and remedies under the Loan Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof. In the event of a foreclosure on any of the Collateral pursuant to a public or private sale, either Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled (subject to the proviso at the end of this Agreement sentence), for the purpose of bidding and making settlement or permitted under applicable law upon payment of the occurrence purchase price for all or any portion of the Collateral sold at any such public sale, to use and during apply any of the continuation Obligations as a credit on account of an Event of Defaultthe purchase price for any Collateral payable by Agent at such sale; provided however, without notice to that neither Agent nor any Lender shall “credit bid” at any foreclosure and/or other public or private sale absent the consent of the PledgorRequired Lenders. This power Without limiting the generality of attorney the foregoing, Agent is a power coupled hereby expressly authorized to execute any and all documents (including releases) that bind Lenders with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by respect to (i) the Collateral Agent or its agents under this power and the rights of attorney. Lenders with respect thereto, as contemplated by and in accordance with the provisions of the Loan Documents, and (bii) 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 affect the commercial reasonableness of any 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 subordination agreement with respect to any Pledged CollateralSubordinated Debt. (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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Representative (on behalf of Holders), Administrative Agent (on behalf of Lenders), and appoints 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 AgentAgent 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 Security Assets and proceeds therefrom ever delivered to, or received by, Collateral Agent to secure the Secured Obligations, as agent and bailee for each Holder, each Lender, and each RHINOS Holder for all purposes; (iii) to take such action with full power respect this Charge and the Security Assets (including, without limitation, the exercise of substitutionany remedies hereunder or the release of all or any part of the Security Assets), as directed by the Administrative Agent without the consent or approval of any Holder or any RHINOS Holder; (iv) to receive all documents and items to be furnished to Holders, Lenders, and RHINOS Holders under this Charge; (v) to be the secured party, mortgagee, beneficiary, recipient, chargee, and similar party in respect of the Security Assets for the benefit of Holders, Lenders, and 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 application of payment provided in this Charge) to Representative (for the benefit of Holders), to Administrative Agent (for the benefit of Lenders), or to RHINOS Holders, as the Pledgor’s true and lawful attorney-in-factcase may be, in any proceeds of the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, Security Assets; (viii) to take any action that may be necessary to perfect and maintain the perfection and priority of the actions authorized by this Agreement or permitted under applicable law upon Holders', Lenders', and RHINOS Holders' liens in and to the occurrence and during Security Assets; and (ix) to exercise such additional powers as are reasonably incidental to the continuation of an Event of Default, without notice to or the consent performance of the Pledgorforegoing. This power of attorney is a power coupled with an interest and canHowever, Collateral Agent may not be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent required to take any action that exposes it to personal liability or its agents under this power of attorneythat is contrary to any agreement or applicable law. (b) The Pledgor agrees that 10 days 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 shall constitute reasonable 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 connection good faith by it in accordance with any salethe advice of counsel, transfer accountants, or other disposition of Pledged Collateralexperts. (c) The Neither Collateral Agent may comply 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 Charge 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 applicable state Holder, any Lender, or federal law requirements 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 with a disposition of Pledged Collateral and compliance will not therewith, or be considered adversely under any obligation to affect any Holder, any Lender, or any RHINOS Holder to ascertain or to inquire as to the commercial reasonableness performance or observation of any sale of Pledged Collateralthe terms, covenants, or conditions of this Charge on the part of any party hereto other than Collateral Agent. (d) The grant Unless indemnified to the its satisfaction against loss, cost, liability, and expense, Collateral Agent may not be compelled to do any act under this Agreement of any right, power Charge 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 action toward the execution or enforcement of the powers hereby created or to preserve prosecute or defend any claim suit in respect of this Charge. If Collateral Agent requests instructions from Representative or other right against any person or Administrative Agent, as the case may be, with respect to any Pledged Collateralact 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 until it has received instructions. In no event, however, may Collateral Agent or any of its representatives be required to take any action that it or they determine could incur for it or them criminal or onerous civil liability. Without limiting the generality of the foregoing, no Holder, Lender, or RHINOS Holder has any right of action against Collateral Agent as a result of Collateral Agent's acting or refraining from acting under this Clause 25 in accordance with instructions of Representative or Administrative Agent, as the case may be. (e) The Pledgor bears the risk Each Holder, each Lender, and 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 lossany kind or nature whatsoever that may be imposed on, damage, diminution in valueasserted against, or destruction 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 Pledged Collateral. (fforegoing arising from the negligence of Collateral Agent, its Affiliates or representatives) The if Collateral Agent will and its Representatives are not reimbursed for such amounts by Chargor; provided that, Collateral Agent, its Affiliates, and representatives shall not have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect the right to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property be indemnified for its or their own account. (i) Except as set forth in this Clause or as required under applicable lawfraud, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, titlegross negligence, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorwillful misconduct.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power 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 substitutionitself 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 Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent 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 insurer and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and 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 that 10 days notice 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 constitute 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 notice 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 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 (or shall cause its designee to) review the Loan 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 no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement, if any, and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral 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 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 Pledged Collateral. assets constituting collateral which is permitted pursuant to 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 upon at least five (c5) The 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 comply with any applicable state or federal law requirements in connection with a disposition be necessary to evidence the release of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant liens granted to the Collateral Agent under this Agreement for the benefit of any right, power Lender herein 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise pursuant hereto with respect to the Pledged Collateral. (j) The salecollateral that was so sold or transferred; provided, transfer or other disposition under this Agreement of any righthowever, title, or interest of the Pledgor in any item of Pledged Collateral will: that (i) operate the Collateral Agent shall not be required to divest execute any such document on terms which, in the Pledgor permanently 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 all persons claiming under or through the Pledgor of that right, title, or interest, 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 perpetual bar, both at law and in equity, to waiver of any claims by the Pledgor term or condition of this Agreement or any person claiming of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under or through the Pledgorany other Loan Document.

Collateral Agent. s rights upon default (a) Each of the Buyers hereby irrevocably appoints and authorizes the Secured Party to act as collateral agent hereunder (the “Collateral Agent”), to enter into each of the instruments, documents and agreements, including any pledge agreement, guaranty, financing statements, mortgage, Account Control Agreement or any other Bridge Security Documents (collectively with this Agreement, the “Financing Documents”), to which it is a party as agent (including as a collateral agent) on Buyers’ behalf and to take such actions as Collateral Agent on Buyers’ behalf under the Financing Documents and to exercise such powers under the Financing Documents as are delegated to Collateral Agent (as agent, secured party or otherwise) by the terms thereof, together with all such powers as are reasonably incidental thereto. The Pledgor irrevocably constitutes and appoints Collateral Agent shall take such action under this Agreement and/or any other Transaction Documents as the Collateral AgentAgent shall reasonably be directed by Buyers in accordance with the terms of the Transaction Documents (and, with full power of substitutionin any event, as the Pledgor’s true reasonably directed by written direction of Majority Buyers). Subject to Section 5.4, Secured Party is authorized and lawful attorney-in-factempowered to amend, in the Pledgor’s name modify, or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take waive any provisions of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during other Financing Documents to which it is a party or which run in its favor on behalf of the continuation of an Event of DefaultBuyers; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without notice to or the unanimous written consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyBuyers. (b) The Pledgor agrees that 10 days notice Whether or not the transactions contemplated hereby shall constitute reasonable notice be consummated, upon demand therefor, the Buyers 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), ratably (based on the ratio of the amount of Obligations a Buyer holds to the aggregate Obligations held by all Buyers) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever, including, for purposes of clarification, all taxes, which may at any time (including at any time following the payment in full of the Notes and the termination or 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, 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 saleof the foregoing; provided, transfer however, that Buyers 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, Buyers shall reimburse the Collateral Agent upon demand for its ratable share (based on the ratio of the amount of Obligations a Buyer holds to the aggregate Obligations held by all Buyers) 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 disposition Transaction Document, or any document contemplated hereby or referred to herein to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of Pledged Collateralthe Company. 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 a Buyer (because the appropriate form was not delivered, was not properly executed, or because such Buyer 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), Buyers 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 Buyers in this Section 5.12(b) shall survive the payment of all Obligations. (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 shall not be considered adversely deemed to affect have knowledge or notice of the commercial reasonableness occurrence of any sale Event of Pledged CollateralDefault or any event that with the giving of notice or passage of time would constitute an Event of Default unless the Collateral Agent shall have received written notice from Buyers describing such Event of Default or event that with the giving of notice or passage of time would constitute an Event of Default and stating that such notice is a “notice of default”. Upon the occurrence and continuance of an Event of Default, or an event that with the giving of notice or passage of time would constitute an Event of Default, the Collateral Agent shall take such action under this Agreement and/or any other Transaction Documents with respect to such Event of Default or event that with the giving of notice or passage of time would constitute an Event of Default as Collateral Agent shall reasonably be directed by Buyers in accordance with the terms of the Transaction Documents (and, in any event, as reasonably directed by written direction of Majority Buyers); 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 an Event of Default as the Collateral Agent shall deem advisable in the best interests of Buyers. In taking such action or refraining from taking such action without specific direction from Buyers, 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) The grant Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the Collateral Agent under rights of Secured Party or Buyers to exercise any remedy provided in this Agreement of or 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 CollateralTransaction Document. (e) The Pledgor bears Collateral Agent may resign from the risk performance of loss, damage, diminution in value, all of its functions and duties hereunder and/or under the other Transaction Documents at any time by giving thirty (30) Business Days’ prior written notice to Buyers. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clause (f) below or destruction of the Pledged Collateralas otherwise provided below. (f) The Upon (i) Buyers’ receipt of a notice of resignation by the Collateral Agent will in accordance with clause (e) above, or (ii) written notice by Buyers to Collateral Agent of Buyers’ election to remove the existing Collateral Agent and appoint a successor Collateral Agent, Buyers 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 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 responsibility such successor shall have been so appointed by Buyers and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation or Buyers give notice of their election to replace the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of Buyers (but without any obligation) appoint a successor Collateral Agent without the consent of Buyers. From and following the expiration of such thirty (30) day period, Collateral Agent shall have the exclusive right without any Person's consent, upon one (1) Business Days' notice to Buyers, 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 Transaction Documents and (ii) all actions, payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to Buyers directly, until such time as Buyers appoint a Collateral Agent as provided for any act or omission above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any courier, bailee, broker, bank, investment bank retiring Collateral Agent and its sub-agents after the effectiveness of its resignation or removal hereunder and under the other Transaction Documents in respect of any other person chosen actions taken or omitted to be taken by it with reasonable careany of them while the retiring Collateral Agent was acting or was continuing to act as Collateral Agent. (g) The If pursuant to any Financing Document the Collateral Agent makes no express is given the discretion to allocate proceeds received by Collateral Agent pursuant to the exercise of remedies under the Financing Documents or implied representations at law or warranties in equity (including without limitation with respect to any Pledged secured creditor remedies exercised against the Collateral and any other collateral security provided for under any Financing Document), Collateral Agent shall apply such proceeds to the then outstanding Obligations in the following order of 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 each of the Buyers or other property released 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 (including reasonable attorney’s fees) owing to the Pledgor or its successors Collateral Agent; second, to payment of all accrued unpaid interest and assigns fees (other than as fees owing to Collateral Agent) on the absence Obligations; third, to payment of liens created by principal of the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holdsObligations; fourth, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement payment of any rightother amounts owing constituting Obligations; and fifth, title, or interest any remainder shall be for the account of the Pledgor in any item of Pledged Collateral will: (i) operate and paid to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) whoever may be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorlawfully entitled thereto.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes UMB Bank, National Association, is hereby appointed as Collateral Agent and appoints the shall be authorized to appoint co-Collateral Agent, with full power of substitution, Agents as the Pledgor’s true and lawful attorney-in-fact, necessary in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take its sole discretion. Each Holder agrees that any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the 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 foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees that 10 days notice Collateral Agent makes no representations as to, and shall constitute reasonable not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to 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 Liens or security interests in any of the Collateral created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of 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 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 recording, registering, filing, re-recording, re-registering or refiling any supplemental indenture, financing statement, continuation statement, document, instrument or other notice in connection with any sale, transfer public office at any time or other disposition times or to otherwise take any action to perfect or maintain the perfection of Pledged Collateralany 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 may comply with shall be entitled to rely, and shall be fully protected in relying, upon any applicable state writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or federal law requirements 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 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 connection 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 disposition request, direction, instruction or consent of Pledged the Company, the Trustee or the Holders of a requisite percentage in aggregate principal amount of the then outstanding Notes. This Article 10 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the terms provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Trustee and the Collateral Agent, in each case, on behalf of each Holder of Notes to enter into the Intercreditor Agreement as Second Lien Representative and compliance will not be considered adversely as Second Lien Collateral Agent (as such terms are defined in the Intercreditor Agreement), in each case, on behalf of such Holders of Notes. In addition, each Holder of Notes authorizes and instructs the Trustee and the Collateral Agent to affect enter into any amendments or joinders to the commercial reasonableness Intercreditor Agreement, without the consent of any sale Holder, to add additional Indebtedness as Second Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness ranks equally with the Liens on such Collateral securing the other Second Lien Debt then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company and certain of Pledged Collateralits Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. (d) The grant In addition, to the extent required under the laws of any jurisdiction other than within the United States and for Mexican law purposes, each Holder hereby grants to the Collateral Agent a comisión mercantil con representación in accordance with Articles 273, 274 and any other applicable Articles of the Commerce Code of Mexico (Código de Comercio) to act on its behalf as its agent in connection with this Agreement and the Security Documents, and authorizes the Collateral Agent to enter into the Security Documents governed by the laws of Mexico and to hold the Liens granted to it under such documents acting on behalf of itself and for the benefit of the Second Lien Secured Parties under this Agreement of any rightto secure the Second Lien Obligations; furthermore, power or remedy does not impose upon each Holder hereby authorizes the Collateral Agent to delegate the above mentioned comisión mercantil con representación pursuant to Article 280 and any duty other applicable Articles of the Commerce Code of Mexico (Código de Comercio) to the extent permitted by and under the Secured Debt Documents. Without limiting the foregoing, each Holder hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Security Documents to which the Collateral Agent is a party, and to exercise that rightall rights, 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors powers and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees remedies that the Collateral Agent will may have met its duty of care under applicable law if it holdssuch Security Documents, maintains and disposes of Pledged Collateral in the same manner that it holdsprovided, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawhowever, the Collateral Agent will does not have no duties an obligation to undertake any action unless directed in writing by a majority of Holders (or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest Trustee acting upon direction of the Pledgor in any item of Pledged Collateral will: (isame) operate and it has been provided indemnity and or security satisfactory to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorit.

Collateral Agent. s rights upon default (a) The Pledgor Each Purchaser hereby (a) irrevocably constitutes and appoints the Lead Investor as the collateral agent hereunder and under the Security and Pledge Agreement (in such capacity, the “Collateral Agent”), with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in (b) authorizes and empowers the Collateral Agent’s name or otherwiseAgent to perform its duties as Collateral Agent as set forth in this Agreement and the Security and Pledge Agreement, together with such actions and at powers as are reasonably incidental thereto and to act with respect to all Collateral under this Agreement and the Pledgor’s expenseSecurity and Pledge Agreement, including for purposes of acquiring, holding and enforcing any and all liens on Collateral granted by the Company to take secure any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence all present and during the continuation of an Event of Defaultfuture indebtedness, without notice to or the consent obligations, and liabilities of the Pledgor. This power of attorney is a power coupled with an interest Company and cannot be revoked. The Pledgor ratifies and confirms all actions taken by its Subsidiaries to the Collateral Agent and the Purchasers arising under or in connection with this Agreement, the Notes or any other Transaction Document (as defined in the Notes), whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured, unsecured (the “Obligations”). The Collateral Agent shall not have, by reason hereof or pursuant to any Security and Pledge Agreement, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its Affiliates nor its or its agents under this power Affiliates’ direct and indirect equity holders, partners, officers, directors, employees and agents, consultants, trustees, administrators, managers, advisors and representatives (collectively, “Related Parties”) shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or the Security and Pledge Agreement except to the extent caused by its own gross negligence or willful misconduct as determined by a final non-appealable judgment of attorneya court of competent jurisdiction, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its Related Parties (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 duties and obligations of Collateral Agent pursuant hereto or any of the Security and Pledge Agreement. (b) The Pledgor agrees that 10 days notice Collateral Agent shall constitute reasonable notice 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 proper Person, and with respect to all matters pertaining to this Agreement, the Notes, or any of the other documents executed in connection with any saletherewith (the “Transaction Documents”) and its duties hereunder or thereunder, transfer or other disposition upon advice of Pledged Collateralcounsel selected by it. (c) The Collateral Agent may comply with resign from the performance of all its functions and duties hereunder and under the Notes and the Security and Pledge Agreement at any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. time by giving at least ten (d10) The grant Business Days prior written notice to the Company 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 (defined below) 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, the Security Agreement and the other Security and Pledge Agreement. After any Collateral Agent’s resignation hereunder, the provisions of any right, power or remedy does not impose upon the this Section 5.20 shall inure to its benefit. If a successor Collateral Agent any duty to exercise that rightshall not have been so appointed within said ten (10) Business Day period, power or remedy. The the retiring 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 shall then appoint a successor Collateral Agent will have no responsibility for any act or omission of any courierwho shall serve until such time, baileeif any, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The as the Required Holders appoints a successor Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to as provided above. For purposes of this Agreement, the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. term “Required Holders” shall mean (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect prior to the Pledged Collateral. (j) The saleClosing Date, transfer or other disposition under this Agreement of any right, title, or interest each of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently Purchasers and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be on or after the Closing Date, holders of at least a perpetual barmajority of the aggregate Principal Amount of Notes issued and shall include the Lead Investor so long as the Lead Investor, both at law and in equitytogether with all of its Affiliates, to any claims by the Pledgor or any person claiming under or through the Pledgorholds Notes with a balance still outstanding.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Wilmington Savings Fund Society, FSB is hereby appointed as Collateral Agent and appoints the shall be authorized to appoint co-Collateral Agent, with full power of substitution, Agents as the Pledgor’s true and lawful attorney-in-fact, necessary in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take its sole discretion. Each Holder agrees that any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Document, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the 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 foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees that 10 days notice Collateral Agent makes no representations as to, and shall constitute reasonable not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to 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 Liens or security interests in any of the Collateral created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent as determined by a court of competent jurisdiction in a final and non- appealable decision, for the validity or sufficiency of 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 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 recording, registering, filing, re-recording, re-registering or refiling any supplemental indenture, financing statement, continuation statement, document, instrument or other notice in connection with any sale, transfer public office at any time or other disposition times or to otherwise take any action to perfect or maintain the perfection of Pledged Collateralany 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 may comply with shall be entitled to rely, and shall be fully protected in relying, upon any applicable state writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or federal law requirements in connection with a disposition 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 Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. legal counsel (d) The grant including, without limitation, counsel to the Collateral Agent under this Agreement of Company or any rightGuarantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation shall not be bound to take make any steps to preserve investigation into the facts or matters stated in any claim resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other right against any person paper 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) document. The Collateral Agent will have no responsibility for any act shall in all cases be fully protected in acting, or omission of any courierin refraining from acting, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement Indenture or otherwise the Security Documents in accordance with respect to the Pledged Collateral. (j) The salea request, transfer direction, instruction or other disposition under this Agreement of any right, title, or interest consent of the Pledgor Trustee or the Holders of a majority in any item aggregate principal amount of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorthen outstanding Notes.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Collateral will be pledged pursuant to the Collateral Agent, with full power of substitution, as Security Documents to the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or collateral agent named in the Collateral Trust Agreement, as collateral agent (the “Collateral Agent’s name or otherwise”), and at the Pledgor’s expense, to take any on behalf of the 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 or the consent holders of the PledgorNotes and all holders of future Parity Lien Obligations. This power Each Holder, by its acceptance of attorney is a power coupled any Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents as the same may be in effect or as may be amended from time to time in accordance with an interest their terms and cannot be revoked. The Pledgor ratifies authorizes and confirms all actions taken by directs the Collateral Agent and the Trustee, as applicable, to enter into and perform their respective obligations and exercise their respective rights under the Security Documents in accordance therewith, to bind the Holders on the terms set forth in the Security Documents, and to execute any and all documents, amendments, waivers, consents, releases or its agents under this power of attorneyother instruments required or authorized to be executed by it pursuant to the terms thereof. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Subject in connection with any saleall respects to the terms of the Collateral Trust Agreement, transfer 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 disposition of Pledged Parity Lien Obligations, all Liens on the Collateral. (c) The Collateral Agent may comply with any applicable state is authorized and empowered to appoint one or federal law requirements in connection with a disposition of Pledged more co-Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralAgents as it deems necessary or appropriate. (d) The grant to In acting as Collateral Agent or Co-Collateral Agent, the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the and each Co-Collateral Agent any duty to exercise that rightmay rely upon and enforce each and all of the rights, 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 Collateralpowers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (e) The Pledgor bears At all times when the risk Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of loss, damage, diminution in value, or destruction all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Pledged CollateralCollateral Agent pursuant to this Indenture and the Security Documents. (f) The Collateral Agent will have no responsibility for any act may resign or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it may be removed in accordance with reasonable carethe provisions set forth in the Collateral Trust Agreement. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released This Article 11 and the provisions of each Security Document are subject to the Pledgor or its successors terms, conditions and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as benefits set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged CollateralTrust Agreement. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and 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 Indenture and the Collateral Documents, together with full power such powers as are reasonably incidental thereto. The provisions of substitutionthis Section 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 Pledgor’s true provisions contained herein other than as expressly provided in Section 11.03. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and lawful attorney-in-factthe Collateral Documents, in the Pledgor’s name Collateral Agent shall not have any duties or in responsibilities hereunder nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent’s name or otherwise, and at . Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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 agents 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 power Indenture, and the Collateral Documents, including the exercise of attorneyremedies 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 Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective Affiliates shall constitute reasonable notice (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 saleCollateral Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 disposition 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 Pledged Collateralthis 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. The rights, privileges, protections, immunities and benefits given to the Trustee are hereby extended to, and shall be enforceable by, the Collateral Agent. 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 comply 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 applicable state Guarantor and their Affiliates as though it was not the Collateral Agent hereunder and without notice to or federal law requirements 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 connection with a disposition of Pledged favor of, any such Grantor or such Affiliate) and acknowledge that the Collateral and compliance will Agent shall not be considered adversely under any obligation to affect provide such information to the commercial reasonableness Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of any sale of Pledged Collateralthe Collateral Agent to advance funds. (d) The grant Collateral Agent is authorized and directed to (i) enter into the Collateral Agent under this Agreement of any rightDocuments, power or remedy does not impose upon (ii) bind the Holders on the terms as set forth in the Collateral Agent any duty to exercise that right, power or remedy. The Documents and (iii) perform and observe its obligations under 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 CollateralDocuments. (e) The Pledgor bears Trustee agrees that it shall not (and shall not be obligated to), and shall not instruct the risk Collateral Agent to, unless specifically requested to do so by a majority of lossthe Holders, damagetake or cause to be taken any action to enforce its rights under this Indenture or against any Grantor, diminution in valueincluding the commencement of any legal or equitable proceedings, to foreclose any Lien on, or destruction otherwise enforce any security interest in, any of the Pledged Collateral. If at any time or times the Trustee shall receive (i) 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 will have no responsibility is each Holder’s agent for any act or omission 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 couriersuch Collateral, baileeupon request from the Issuer, brokerthe Trustee shall notify the Collateral Agent thereof, bankand, investment bank promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or any other person chosen by it otherwise deal with reasonable caresuch Collateral in accordance with the Collateral Agent’s instructions. (g) The Collateral Agent makes shall have no express obligation whatsoever to the Trustee or implied representations any of the Holders to assure that the Collateral exists or warranties with respect 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 Pledged Collateral particular priority, or other to determine whether all or the Issuer or any Guarantor’s property released constituting collateral intended to be subject to the Pledgor 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 successors sole discretion given the Collateral Agent’s own interest in the Collateral and assigns (that the Collateral Agent shall have no other than duty or liability whatsoever to the Trustee or any Holder as to any of the absence of liens created by the Pledgor)foregoing. (h) The Pledgor agrees that No provision of this Indenture or any Collateral Document shall require the Collateral Agent will have met (or the Trustee) to expend or risk its duty own funds or otherwise incur any financial liability in the performance of care under applicable law 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 holds, maintains and disposes shall have reasonable grounds for believing that repayment of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch funds is not assured to it. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith which it reasonably believes to be authorized or as required under applicable lawwithin 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 will have no duties or obligations under this Agreement or otherwise 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 respect the Issuer (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent 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 of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act. (j) The saleNeither the Collateral Agent nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, transfer strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disposition under this Agreement of disasters. Neither the Collateral Agent nor the Trustee shall be liable for any rightindirect, titlespecial or consequential damages (included but not limited to lost profits) whatsoever, or interest even if it has been informed of the Pledgor in any item likelihood thereof and regardless of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor form of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgoraction.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints Xxxxxxxxxx & Xxxxx LLP (the “Collateral Agent”) as the Collateral AgentAgent hereunder and each Secured Party authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, with full power each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of substitutionthe documents to which the Collateral Agent is a party relating to security for the obligations under the Notes, as to exercise all rights, powers and remedies that the Pledgor’s true and lawful attorney-in-factCollateral Agent may have under such Transaction Documents and, in the Pledgor’s name or in case of the Collateral Agent’s name or otherwise, and at the Pledgor’s expenseTransaction Documents, to take any of act as agent for the actions authorized by this Agreement or permitted Secured Parties under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneysuch Transaction Documents. (b) As to any matters not expressly provided for by this Agreement and the other document relating thereto (including enforcement or collection), the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Secured Parties, and such instructions shall be binding upon all Secured Parties; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Secured Parties with respect to such action or (ii) is contrary to this Agreement or applicable law. The Pledgor Collateral Agent agrees that 10 days to give to each Secured Party prompt notice shall constitute reasonable of each notice given to it by the Company pursuant to the terms of this Agreement or the other Transaction Documents. If the Collateral Agent receives conflicting instructions from the Secured Parties it will not be required to act until it receives instructions from the Secured Parties holding a majority of the Notes (calculated in connection with any sale, transfer or other disposition of Pledged Collateraldollar amounts rather than noteholders). (c) In performing its functions and duties hereunder and under the Transaction Documents and the other documents required to be executed or delivered in connection therewith, the Collateral Agent is acting solely on behalf of the Secured Parties and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein, in the Transaction Documents and any other documents required to be executed or delivered in connection therewith related hereto or any other relationship as the agent, fiduciary or trustee of or for any Secured Party or holder of any other obligation under this Agreement or the Notes. The Collateral Agent may comply with perform any applicable state of its duties under any Transaction Document by or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateralthrough its agents or employees. (d) The grant None of the Collateral Agent, any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Transaction Documents, except for its, his, her or their own gross negligence or willful misconduct. (e) Each Secured Party acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party conduct its own independent investigation of the financial condition and affairs of the Company and its Subsidiaries in connection with the issuance of the Securities. Each Secured Party also acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Transaction Documents. For avoidance of doubt, each Secured Party represents that it has had no contact with the Collateral Agent; that the Collateral Agent has had no role in the negotiation or preparation of the Transaction Documents and was contacted after such negotiations and documents were finalized for the purpose of serving solely in the administrative role of Collateral Agent under this Agreement. (f) Each Secured Party agrees to indemnify the Collateral Agent and each of its affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the document related thereto; provided, however, that no Secured Party shall be liable for any portion of any rightsuch liabilities, power obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or remedy does not impose upon disbursements resulting from the Collateral Agent any duty to exercise that right, power Agent’s or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim such Affiliate’s gross negligence 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 other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes may resign at any time by giving written notice thereof to the Secured Parties and the Company. Upon any such resignation, the Secured Parties shall have the right to appoint a successor Collateral Agent. If no express successor Collateral Agent shall have been so appointed by the Secured Parties, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, selected from among the Secured Parties. Upon the acceptance of any appointment as Collateral Agent by a successor 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 Transaction Documents and any other documents required to be executed or implied representations or warranties with respect delivered in connection therewith. Prior to any Pledged retiring Collateral or other property released Agent’s resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the Pledgor or successor Collateral Agent its successors and assigns (other than rights as Collateral Agent under the Transaction Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Agreement as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the absence of liens created by the Pledgor)Transaction Documents and any other documents required to be executed or delivered in connection therewith. (h) The Pledgor Each Secured Party agrees that any action taken by the Collateral Agent will have met its duty in accordance with the provisions of care under applicable law if it holdsthis Agreement or of the other document relating thereto, maintains and disposes the exercise by the Collateral Agent or the Secured Parties of Pledged Collateral in the same manner that it holdspowers set forth herein or therein, maintains together with such other powers as are reasonably incidental thereto, shall be authorized and disposes binding upon all of property for its own accountthe Secured Parties. (i) Except as set forth Each of the Secured Parties hereby directs, in this Clause or as required under applicable lawaccordance with the terms hereof, the Collateral Agent will have no duties to release (or in the case of clause (ii) below, release or subordinate) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following: (i) all of the Collateral upon payment and satisfaction in full of all obligations under the Notes and all other obligations under the Transaction Documents that the Collateral Agent has been notified in writing are then due and payable; (ii) any assets that are subject to a Lien permitted by Section 3.2); and (iii) any part of the Collateral sold or disposed of by the Company or any Subsidiary if such sale or disposition is permitted by this Agreement and the Notes (or permitted pursuant to a waiver or consent of a transaction otherwise with respect prohibited by this Agreement and the Notes). Each of the Secured Parties hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 7.14 promptly upon the Pledged Collateraleffectiveness of any such release. (j) The salecontact information for the Collateral Agent is: Xxxxxxxxxx & Xxxxx LLP, transfer or other disposition under this Agreement of any right000 Xxxxxxxxx Xxxxxx, title00xx Xxxxx, or interest of the Pledgor in any item of Pledged Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxxx. The fax number (000) 000-0000. The telephone number is (000) 000-0000. (k) The Collateral willAgent: (i) operate shall not be responsible in any manner for the validity, correctness or sufficiency of any document or instrument received by or made available to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightit, title, or interest, andin its capacity as Collateral Agent hereunder. (ii) shall be a perpetual barentitled to act upon any written certificate, both statement, notice, demand, request, consent, agreement or other instrument whatever, not only in reliance upon its due execution and the validity and effectiveness of its provisions, but also as to the accuracy and completeness of any information therein contained, which the Collateral Agent shall in good faith believe to be genuine and to have been signed or presented by any authorized person. (iii) shall be entitled to request and receive from any party hereto such documents in addition to those provided for herein as the Collateral Agent may deem necessary to resolve any questions of fact involved in the administration of its duties hereunder. (iv) may, at law the expense of the remaining parties, consult independent counsel of its choice in respect to any question relating to its duties or responsibilities under this Agreement, and shall not be liable for any action taken or omitted in equitygood faith on advice of such counsel. (v) shall be under no obligation to advance any monetary sum in connection with the maintenance or administration of this Agreement, to institute or defend any claims action, suit or legal proceeding in connection herewith, or to take any other action likely to involve the Collateral Agent in expense, unless first indemnified by the Pledgor remaining parties to the Collateral Agent’s satisfaction. (vi) shall not be bound by any amendment to this Agreement or by any person claiming other such amendment or agreement unless the same shall have been executed by the Collateral Agent. (vii) shall have only such duties and responsibilities as are expressly set forth in this Agreement in the performance of its obligations hereunder. (viii) shall be indemnified and held harmless by the remaining parties against any and all liabilities incurred by it hereunder (including all costs, expenses and fees incurred in defending any legal action or administrative proceeding or in resisting any claim), except for those resulting from its own willful misconduct or gross negligence. (ix) may, if it becomes uncertain concerning its rights and responsibilities with respect to its duties or if it receives instructions with respect to the Collateral that it believes to be in conflict with this Agreement or is advised that a dispute has arisen with respect to its duties under this Agreement, without liability, refrain from taking any action until it is directed otherwise in a writing signed by all of the Secured Parties or through by an order of a court of competent jurisdiction. The Collateral Agent is not obligated to institute or defend any legal proceedings, although it may, in its sole discretion and at the Pledgorremaining parties’ expense, institute or defend such proceedings (including proceedings seeking a declaratory judgment) and join interested parties. (x) The Collateral Agent will be paid a fee of $3,000 for its agreement to serve as the Collateral Agent. This fee is payable upon the execution of this Agreement.

Collateral Agent. s rights upon default 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 refrain from exercising any rights, and to take or refrain from taking any action (a) The Pledgor irrevocably constitutes including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and appoints the Credit Agreement; provided, the Collateral AgentAgent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken exercised solely by the Collateral Agent or its agents under for the benefit of Secured Parties in accordance with the terms of this power Section. The provisions 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Credit Agreement relating to the Collateral Agent under this Agreement including, without limitation, the provisions relating to resignation or removal 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 and the risk powers and duties and immunities 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains are incorporated herein by this reference and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of shall survive any right, title, or interest termination of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Each Issuer and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Security Documents, with full power and the Issuer and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture 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 Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the Pledgor’s true same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. In addition, by acceptance of the Notes, each Holder will be deemed to have, (1) irrevocably appointed JPMorgan Chase Bank, N.A., as Collateral Agent to act as its collateral agent under the DIP Security Documents and lawful attorney-in-factExit Security Documents, in the Pledgor’s name or in as applicable, and any other relevant documents to which the Collateral Agent’s name or otherwiseAgent is a party, and at (2) irrevocably authorized the Pledgor’s expenseCollateral Agent to (i) perform the duties and exercise the rights, powers, and discretions that are specifically given to take any of it under the actions authorized by this Agreement DIP Security Documents and the Exit Security Documents, as applicable, or permitted under applicable law upon other documents to which the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney Collateral Agent is a party, together with any other incidental rights, power coupled with an interest and cannot discretions and (ii) execute each document expressed to be revokedexecuted by Collateral Agent on its behalf. The Pledgor ratifies and confirms all actions Collateral Agent agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the 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 or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, 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 this power agency doctrine of attorneyany 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 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 perform any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent its duties under this Agreement of any rightIndenture or the Security Documents by or through receivers, power or remedy does not impose upon the Collateral Agent any duty to exercise that rightagents, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person employees, attorneys-in-fact or with respect to any Pledged Collateral. specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (e) The Pledgor bears the risk a “Related Person”), and shall be entitled to advice of losscounsel concerning all matters pertaining to such duties, damageand shall be entitled to act upon, diminution and shall be fully protected in value, taking action in reliance upon any advice or destruction of the Pledged Collateral. (f) opinion given by legal counsel. The Collateral Agent will have no responsibility shall not be responsible for any act the negligence or omission misconduct of any courierreceiver, baileeagent, brokeremployee, bank, investment bank attorney-in-fact or any other person chosen by Related Person that it selects as long as such selection was made in good faith and with reasonable due care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and appoints among, inter alia, JPM and the Collateral Agentother Initial Lenders, with full power 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 substitutionitself 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 Pledgor’s true secured party of record for purposes of the grants of security and lawful attorney-in-fact, collateral contained in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyvarious Loan Documents. (b) The Pledgor Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent 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 loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and 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 that 10 days notice 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 constitute 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 notice 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 Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collection Agent shall (or shall cause its designee to) review the Loan 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 no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer 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 Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral 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 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 Pledged Collateralassets constituting collateral which is permitted pursuant to 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 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 other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document. (ce) The Collateral Agent (i) may comply 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 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 applicable state Lender and at the expense of Borrower. No resignation or federal law requirements removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in connection with a disposition this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to 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 any rightthe Collateral Agent, power or remedy does not impose upon 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 duty change to exercise that right, power or remedy. The the identity of the Collateral Agent will have no obligation that may be appointed by Lender pursuant 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 terms of the Pledged CollateralCo-Lender Agreement, if any. (f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The sale, transfer or other disposition under this Agreement payment of such fee shall not be duplicative of any right, title, or interest such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Loan or any person claiming under or through the PledgorOther Mezzanine Loan).

Collateral Agent. s rights upon default (a) If an Event of Default occurs and the Collateral Agent gives notice to the Company that the Transaction Security is enforceable, the Collateral Agent shall be entitled to take all such steps as it sees fit to collect the total amount outstanding under the Secured Obligations and to realize, at the Company’s expense, any of the Security Interests created under this Agreement by any means allowed by Applicable Law including, without limitation: (i) exercising any of the rights, remedies and powers available to it under Applicable Law (including under Article VIII (Events of Default and Remedies) of the Credit Agreement); and (ii) appointing or applying to the competent court for appointment of a Receiver (as set out in Clause 11.2 (Receiver)). (b) To the extent permitted by Applicable Law, all or any of the powers, authorities and discretions which are conferred by this Agreement upon a Receiver may be exercised by the Collateral Agent following an Event of Default without first appointing a Receiver or notwithstanding the appointment of a Receiver. Without derogating from the above, following an Event of Default the Collateral Agent shall be entitled to exercise any right charged or pledged hereunder in the same manner in which the Company is entitled to exercise such right in accordance with the terms of Section 20 of the Pledges Law. (c) Subject to Applicable Law and without derogating from subclauses (a) and (b) above, the Collateral Agent shall be entitled, in any proceedings concerning the bankruptcy, liquidation, winding up or receivership (or similar proceedings) of the Company, to: (i) demand, claim, collect and enforce and prove the Secured Obligations and give acquittal thereunder; (ii) file any claims and proofs, give receipts and take all such proceedings and do all such things as the Collateral Agent sees fit to recover the Secured Obligations; and (iii) receive all distributions on and payments with respect to the Secured Obligations. (d) The Pledgor Company irrevocably makes, constitutes and appoints the Collateral Agent, with full power of substitution, Agent (and its designees) as the PledgorCompany’s true and lawful agent (and attorney-in-fact) for the purpose, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without Default and written notice to or the consent Company of its intent to exercise its remedies under Article VIII (Events of Default and Remedies) of the PledgorCredit Agreement, of making, settling and adjusting claims in respect of the Security Assets under policies of insurance, endorsing the name of the Company on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken All sums disbursed by the Collateral Agent or its agents under in connection with this power paragraph, including reasonable out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable reasonably promptly upon demand by the Company to the Collateral Agent and shall be additional Obligations secured by this Agreement. Notwithstanding the foregoing, so long as no Event of attorney. (b) The Pledgor agrees that 10 days notice Default shall constitute reasonable notice have occurred and be continuing, all insurance payments, proceeds of insurance and any awards arising from condemnation of any Security Assets received by the Collateral Agent in connection with any saleloss, transfer damage 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 affect the commercial reasonableness destruction of any sale of Pledged Collateral. (d) The grant Security Assets shall be transferred 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 CollateralCompany. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will shall have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner all powers that it holdsmay, maintains in its full discretion, determine to be desirable or necessary to preserve the Security Assets and disposes of property the Security Interests created hereby and to take all such steps for its own accountsuch purpose at the Company’s expense. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes At the direction of the Holders of the Notes, the Trustee shall appoint a collateral agent, which shall be authorized to act on behalf of and appoints for the Collateral Agentbenefit of the Holders of the Notes. In accordance with the foregoing, with full power of substitutionon the Issue Date, as CIBanco, S.A., Institución de Banca Múltiple is hereby appointed by the Pledgor’s true and lawful attorney-in-factTrustee, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expensedirection of the Holders of the Notes, to take any serve as Collateral Agent for the benefit of the 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 or the consent Holders of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyNotes. (b) The Pledgor agrees that 10 days notice Collateral Agent appointed by the Trustee as provided in Section 10.08(a) hereof shall constitute reasonable notice be the secured party of record with respect to the security interests created in connection with any sale, transfer or other disposition respect of Pledged Collateralthe Collateral under the Collateral Documents and shall hold such Collateral for the benefit of the Holders of the Notes. (c) The Collateral Agent shall hold (directly or through co-agents), and shall be entitled to enforce, all Liens on the Collateral created by the Collateral Documents in accordance with the terms of the Collateral Documents. Neither the Company or any of the Guarantors nor their respective Affiliates may comply with any applicable state or federal law requirements in connection with a disposition of Pledged serve as Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralAgent. (d) The grant to Except as provided in the Collateral Documents, the Collateral Agent under this Agreement shall not be obligated to: (i) act upon directions purported to be delivered to it by any Person; (ii) foreclose upon or otherwise enforce any Lien; or (iii) take any other action whatsoever pursuant to any or all of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that rightDocuments, power the Liens created thereby 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 the Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, A resignation or destruction removal of the Pledged CollateralCollateral Agent and appointment of a successor Collateral Agent will become effective pursuant to the terms of the Collateral Documents. (f) The Collateral Agent shall be entitled to all the rights, protections, privileges and immunities granted to the Trustee under this Indenture. Whenever reference is made in this Indenture or the Collateral Documents 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 acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Trustee. 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 have no responsibility for not entitle the other parties hereto to any act defense, claim or omission of counterclaim, or confer any courier, bailee, broker, bank, investment bank rights or benefits on any other person chosen by it with reasonable careparty hereto. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence duties of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty shall be mechanical and administrative in nature. The Collateral Agent shall not have, by reason hereof or any of care under applicable law if it holdsthe Collateral Documents, maintains a fiduciary relationship with any Holder, the Company, any Guarantor or any other Person, and disposes nothing herein or in any of Pledged the Collateral in the same manner that it holdsDocuments, maintains and disposes of property for its own account. (i) Except inferred or implied, is intended to or shall be so construed as set forth in this Clause or as required under applicable law, to impose upon the Collateral Agent will have no duties any duties, responsibilities or obligations under this Agreement in respect hereof or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under Documents, except as expressly set forth herein or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgortherein.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee shall act as Collateral Agent and appoints the shall be authorized to appoint co-Collateral Agent, with full power of substitution, Agents as the Pledgor’s true and lawful attorney-in-fact, necessary in the Pledgor’s name its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, neither the Collateral Agent’s name Agent nor any of its respective officers, directors, employees or otherwiseagents shall be liable for failure to demand, and at collect or realize upon any of the Pledgor’s expense, 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 actions authorized by this Agreement or permitted under applicable law upon the occurrence exercise of such powers, and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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 agents under this power of attorneyown willful misconduct, negligence or bad faith. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Trustee, as Collateral Agent, is authorized and directed to (i) enter into the Security Documents, (ii) enter into the Intercreditor Agreement, (iii) bind the Holders on the terms as set forth in connection with any sale, transfer or other disposition of Pledged Collateralthe Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement. (c) The If the Issuers (i) incur Indebtedness constituting Credit Agreement Obligations at any 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) deliver to the Collateral Agent may comply with any applicable state an Officers' Certificate so stating and requesting the Collateral Agent to enter into an Intercreditor Agreement in favor of a designated agent or federal law requirements in connection with a disposition representative for the holders of Pledged the Indebtedness so incurred, the Collateral Agent shall (and compliance will not be considered adversely to affect is hereby authorized and directed to) enter into such Intercreditor Agreement, bind the commercial reasonableness of any sale of Pledged CollateralHolders on the terms set forth therein, and perform and observe its obligations thereunder. (d) The grant If (i) the Issuers at any time incur any Indebtedness constituting Other Second-Lien Obligations, (ii) the indenture or agreement governing such Indebtedness provides that, notwithstanding the date, manner or order of grant, attachment or perfection of any Liens granted to the Collateral Agent under this Agreement the Security Documents (the "Liens Securing Note Obligations") or granted to the holders of Other Second-Lien Obligations or any rightagent or representative for the holders of Other Second-Lien Obligations (the "Liens Securing Other Second-Lien Obligations"), power or remedy does not impose upon the Liens Securing Note Obligations and the Liens Securing Other Second-Lien Obligations shall be of equal dignity, priority and rank, (iii) the Issuers deliver to 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors an Officer's Certificate so stating and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees requesting that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains assign or transfer the Liens Securing Note Obligations to a Common Collateral Agent identified therein and disposes of Pledged Collateral in (iv) the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, Issuers deliver to the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect and the Common Collateral Agent an Opinion of Counsel stating that, in the opinion of such counsel, the Common Collateral Agent is empowered and obligated (on substantially the terms applicable to the Pledged Collateral. (jCollateral Agent pursuant to the Indenture Documents) The sale, transfer or other disposition under this Agreement to hold the Liens Securing Note Obligations and all Liens Securing Other-Second Lien Obligations and all proceeds of any right, title, or interest all such Liens for the equal and ratable benefit of the Pledgor holders of all Obligations secured thereby and further confirming as to all such Liens each of the matters referred to in any item Section 10.02(a)(i), giving effect to the assignment or transfer requested in such Officer's Certificate, then (A) the Liens Securing Note Obligations shall be of Pledged equal dignity, priority and rank with all such Liens Securing Other Second-Lien Obligations and (B) the Collateral will: (i) operate Agent shall assign or transfer the Liens Securing Note Obligations to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and Common Collateral Agent as requested in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuch Officer's Certificate.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Administrative Agent and each Lender hereby appoints Bank of America as collateral agent (the ‘Collateral Agent’) on its behalf for all purposes of the Pledge Agreement, including without limitation the purpose of holding any Pledged Interest. The Collateral Agent shall be entitled to the same rights under and benefits of this Article IX as the Administrative Agent, and all references in this Agreement to the Administrative Agent as a secured party, grantee or recipient of any Pledged Interest or as a party to the Pledge Agreement shall be deemed to refer to the Collateral Agent, and all references to the Administrative Agent in connection with full power any right of substitutionindemnification or exculpation or any right to payment of fees, as the Pledgor’s true and lawful attorney-in-factcosts or expenses or other Obligations owing to it from time to time, in the Pledgor’s name or in shall be deemed to include (without limitation) the Collateral Agent’s name or otherwise, and at except in each case where the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revokedcontext otherwise requires. The Pledgor ratifies Administrative Agent, each Lender and confirms all actions taken by the L/C issuer hereby authorize the Collateral Agent or its agents under this power to enter into the Intercreditor Agreement and each Lender and the L/C Issuer hereby authorize the Administrative Agent to enter into any amendment to the Pledge Agreement necessary to reflect the appointment of attorneythe Collateral Agent and the parity lien on the Pledged Interests in favor of the Senior Note Holders. (b) The Pledgor agrees Administrative Agent, each Lender and the L/C issuer hereby irrevocably authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that 10 days notice shall constitute reasonable notice is sold or to be sold as part of or in connection with any salesale permitted hereunder or under any other Loan Document, transfer (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of the Pledged CollateralInterests after the occurrence of an Event of Default; and to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. (c) The Upon request by the Collateral Agent may comply with at any applicable state time, each Lender and the L/C Issuer will confirm in writing the Collateral Agent’s authority to release or federal law requirements subordinate its interest in connection with a disposition any of the Pledged Collateral and compliance will not be considered adversely Interests pursuant to affect the commercial reasonableness of any sale of Pledged Collateralthis Section 9.11(c). (d) The grant Subject to subsection (b) above, the Collateral Agent shall (and is hereby irrevocably authorized by the Administrative Agent, each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to the Collateral Agent under this Agreement for the benefit of any rightthe Administrative Agent, power or remedy does not impose upon the Collateral Agent any duty to exercise and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Pledged Interest; provided that right, power or remedy. The (i) the Collateral Agent will have no obligation shall not be required to take execute any steps such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to preserve or create any claim liability or entail any consequence other right against than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any person manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower in respect of) all interests retained by Borrower, including the proceeds of any sale of the Pledged Interest, all of which shall continue to constitute part of the Pledged Interests. In the event of any sale or transfer of any Pledged Interest, or any foreclosure with respect to any of the Pledged CollateralInterests, the Collateral Agent shall be authorized to deduct all expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure. (e) The Pledgor bears Collateral Agent shall have no obligation whatsoever to any Lender, the risk L/C Issuer or any other Person to assure that the Pledged Interests exist or are owned by Borrower or any of lossits Subsidiaries or are cared for, damageprotected or insured or that the Liens granted to the Collateral Agent herein or in the Pledge Agreement or pursuant hereto or thereto have been properly or sufficiently or lawfully created, diminution in valueperfected, protected or enforced or are entitled to any particular priority, or destruction to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.11(e) or in the Pledge Agreement, it being understood and agreed that in respect of the Pledged CollateralInterests, 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 Pledged Interests as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. (f) The Collateral Agent will have no responsibility Each Lender and the L/C Issuer hereby appoints each other Lender as the agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any act Lender or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns L/C Issuer (other than as to the absence Collateral Agent) obtain possession of liens created by any such Pledged Interests, such Lender or the Pledgor). (h) The Pledgor agrees that L/C Issuer shall notify the Collateral Agent will have met its duty of care under applicable law if it holdsthereof, maintains and disposes of and, promptly upon the Collateral Agent’s request therefor shall deliver such Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, Interests to the Collateral Agent will have no duties or obligations under this Agreement or otherwise in accordance with respect to the Pledged CollateralCollateral Agent’s instructions.” (jr) The sale, transfer or other disposition under this Agreement first paragraph of any right, title, or interest of Section 10.01 is deleted in its entirety and the Pledgor following is inserted in any item of Pledged Collateral willlieu thereof: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in such Lender’s capacities as a potential Hedge Bank and a potential Cash Management Bank) The Pledgor and the L/C Issuer hereby irrevocably constitutes appoints and appoints authorizes Agent to act as the agent of such Lender and the 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, Agent, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-factfact appointed by Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(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. Rights as a Lender . The Person serving as Agent hereunder shall have the Pledgor’s name same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to the Collateral Agent’s name Lenders or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without provide notice to or the consent of the PledgorLenders with respect thereto. This power of attorney is a power coupled with an interest and cannot be revokedExculpatory Provisions . The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice the Arranger, as applicable, shall constitute reasonable notice in connection with not have 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to except those expressly set forth herein and in the Pledged Collateral. (j) The saleother Loan Documents, transfer or other disposition under this Agreement of any right, title, or interest and its duties hereunder shall be administrative in nature. Without limiting the generality of the Pledgor in any item of Pledged Collateral willforegoing, Agent or the Arranger, as applicable, and its Related Parties: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Secured Party is appointed and appoints authorized to act as collateral agent hereunder (the “Collateral Agent”), to enter into each of the 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 as a collateral agent) on behalf of any holders of the Obligations (collectively, the “Holders”) and to take such actions as Collateral Agent on the Holders’ behalf under the Financing Documents and to exercise such powers under the Financing Documents as are delegated to the Collateral AgentAgent (as agent, secured party or otherwise) by the terms thereof, together with full power of substitution, all such powers as are reasonably incidental thereto. The Collateral Agent shall take such action under this Agreement and/or any other Loan Documents as the Pledgor’s true and lawful attorney-in-fact, Collateral Agent shall reasonably be directed by the Holders in accordance with the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any terms of the actions Purchaser Transaction Documents. The Secured Party is authorized by and empowered to amend, modify, or waive any provisions of this Agreement or permitted under applicable law upon the occurrence and during other Financing Documents to which it is a party or which run in its favor on behalf of the continuation of an Event of DefaultHolders; provided, however, that the parties hereto hereby agree that no such amendment, modification or waiver shall be effective without notice to or the unanimous written consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyHolders. (b) The Pledgor agrees that 10 days notice Whether or not the transactions contemplated hereby shall constitute reasonable notice be consummated, upon demand therefor, the Holders 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), 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 and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever, including, for purposes of clarification, all taxes, which may at any time (including at any time following the payment in full of the Note and the termination or 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, 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 saleof the foregoing; provided, transfer 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 disposition Transaction Document, or any document contemplated hereby or referred to herein to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of Pledged Collateralthe Company. 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 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 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 may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will shall not be considered adversely deemed to affect have knowledge or notice of the commercial reasonableness occurrence of any sale Event of Pledged CollateralDefault 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 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) The grant Nothing in this Section 5.12 shall be deemed to limit or otherwise affect the Collateral Agent under rights of the Secured Party or the Holders to exercise any remedy provided in this Agreement of or 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 CollateralTransaction Document. (e) The Pledgor bears Collateral Agent may resign from the risk performance of loss, damage, diminution in value, 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 destruction of the Pledged Collateralas otherwise provided below. (f) The Upon (i) Holders’ receipt of a notice of resignation by the Collateral Agent will 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 responsibility 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 any act or omission above in this paragraph. The provisions of this Agreement shall continue in effect for the benefit of any courier, bailee, broker, bank, investment bank retiring Collateral Agent and its sub-agents after the effectiveness of its resignation or removal hereunder and under the other Purchaser Transaction Documents in respect of any other person chosen actions taken or omitted to be taken by it with reasonable careany of them while the retiring Collateral Agent was acting or was continuing to act as Collateral Agent. (g) The If pursuant to any Financing Document the Collateral Agent makes no express is given the discretion to allocate proceeds received by the Collateral Agent pursuant to the exercise of remedies under the Financing Documents or implied representations at law or warranties in equity (including without limitation with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that secured creditor remedies exercised against the Collateral Agent will have met its duty of care and any other collateral security provided for under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawany Financing Document), the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect shall apply such proceeds to the Pledged Collateral. then outstanding Obligations in the following order of priority (j) The sale, transfer with amounts received being applied in the numerical order set forth below until exhausted prior to the application to the next succeeding category and each of the Holders or other disposition under this Agreement Persons entitled to payment shall receive an amount equal to its pro rata share of any rightamounts available to be applied pursuant to clauses second, titlethird and fourth below): first, or to payment of fees, costs and expenses (including reasonable attorney’s fees) owing to the Collateral Agent; second, to payment of all accrued unpaid interest and fees (other than fees owing to the Collateral Agent) on the Obligations; third, to payment of principal of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorObligations;

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Hedge Bank and a potential Cash Management Bank) The Pledgor and the L/C Issuers hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender and 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral Agent’s name (or otherwiseany portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Pledgor’s expense, to take any direction of the actions authorized by Administrative Agent, shall be entitled to the benefits of all provisions of this Agreement or permitted Article IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under applicable law upon the occurrence and during Loan Documents as if set forth in full herein with respect thereto; provided that to the continuation of extent an Event of Default, without notice L/C Issuer is entitled to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents indemnification under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice Section 9.01 solely in connection with any saleits role as an L/C Issuer, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any 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 remedySection 9.01. 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 provisions of this Article IX shall survive the risk of loss, damage, diminution payment in value, or destruction full 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawFinance Obligations, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest termination of the Pledgor in any item Commitments and the termination of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorthis Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints Collateral Agent agrees to act as Collateral Agent on the express conditions contained in this Section 12.12. The provisions of this Section 12.12 are solely for the benefit of the Collateral AgentAgent (and where provided, with full power the Trustee) and none of substitutionthe Holders, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take Issuer nor any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation Guarantors shall have any rights as a third party beneficiary of an Event of Default, without notice to or the consent any of the Pledgorprovisions contained herein. This power Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreements, the duties of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or its agents 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 the 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 foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees that 10 days notice None of the Collateral Agent or any of its respective related persons shall constitute reasonable notice 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 as determined by a final order of a court of competent jurisdiction) or under or in connection with any saleNotes Document or the transactions contemplated thereby. Beyond the exercise of reasonable care in the custody and preservation thereof, transfer the Collateral Agent 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 disposition rights pertaining thereto. The Collateral Agent will be deemed to have exercised reasonable care in the custody and preservation of Pledged the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own 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. (c) The Collateral Agent shall be fully justified in failing or refusing to take any action under 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 its satisfaction by the Holders against any and all loss, liability and expense which may comply with be incurred by it by reason of taking or continuing to take any applicable state such action. The Collateral Agent shall in all cases be fully protected in acting, or federal law requirements in connection refraining from acting, under this Indenture and the Notes Documents in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (d) The grant 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 regard to the Collateral Agent under this Agreement of or any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedypart thereof. 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 Collateraland Trustee shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. (e) The Pledgor bears Collateral Agent shall have no obligation whatsoever to the risk Trustee or any of lossthe Holders to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, damage, diminution in valueprotected, or destruction 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 Pledged 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 will 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 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 security 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 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 Sections 7.08 and 7.09, with the references therein to “Trustee” deemed to be references to “Collateral Agent.” (l) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value (or diminution of value) of any of the Collateral or for the validity, perfection, priority or enforceability of the 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 amendment thereto), continuation statement, termination 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. Beyond the exercise of reasonable care in the custody thereof, the 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 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 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 omission of any couriercarrier, baileeforwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, brokeras the case may be, bank, investment bank in good faith. The Trustee and the Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any other person chosen of the terms of this Indenture or the Security Documents by it with reasonable carethe Issuer or the Guarantors. (gm) The Trustee or the Collateral Agent makes no express Agent, in giving any consent or implied representations approval under the Security Documents, shall be entitled to receive, as a condition to such consent or warranties with respect approval, an Officer’s Certificate stating that the action or omission for which consent or approval is to any Pledged Collateral or other property released be given is authorized and permitted according to the Pledgor terms of this Indenture and the Security Documents, and the Trustee or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty shall be fully protected in giving such consent or approval on the basis of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountsuch Officer’s Certificate. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints The Bank of New York Mellon Trust Company, N.A., as its agent under this Indenture and the Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes The Bank of New York Mellon Trust Company, N.A. to take such action on its behalf under the provisions of this Indenture and the Security Documents and to exercise such rights and powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as 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 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 responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company or any Subsidiary 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, with full power of substitution, as . Without limiting the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing sentence, the occurrence and during the continuation of an Event of Default, without notice to or the consent use of the Pledgor. This power of attorney is a power coupled term “agent” in this Indenture with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by reference to the Collateral Agent is not intended to connote any fiduciary or its agents other implied (or express) obligations arising under this power agency doctrine of attorneyany 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 Pledgor agrees that 10 days notice None of the Collateral Agent or any of its agents or employees shall constitute reasonable notice (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 saleSecurity Document or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), transfer 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 disposition 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 Pledged Collateralthis 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 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 Security Documents or to inspect the properties, books or records of the Company or any Subsidiary Guarantor. (c) The Collateral Agent may comply with shall in all cases be fully protected in acting, or in refraining from acting, under this or any applicable state other Indenture or federal law requirements the Security Documents in connection accordance with a disposition request or consent of Pledged Collateral the Trustee and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (d) The grant 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 under shall have received written notice from the Trustee or the Company referring to this Agreement Indenture, describing such Default or Event of any rightDefault 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 (subject to this Section 12.10); provided, power or remedy does not impose upon however, that unless and until the Collateral Agent has received any duty to exercise that rightsuch request, power or remedy. The the Collateral Agent will have no obligation to may (but shall not be obligated to) take any steps to preserve any claim such action, or other right against any person or refrain from taking such action, with respect to any Pledged Collateralsuch Default or Event of Default as it shall deem advisable. (e) The Pledgor bears 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 risk account of, accept deposits from, acquire equity interests in and generally engage in any kind of lossbanking, damagetrust, diminution in valuefinancial advisory, underwriting, or destruction other business with the Company and the Subsidiary Guarantors as though it was not the Collateral Agent hereunder and without notice to or consent of the Pledged CollateralTrustee. 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 will have no responsibility for may resign at any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. time upon thirty (g30) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released days prior written notice to the Pledgor or Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its successors and assigns (other than appointment as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that Collateral Agent. If the Collateral Agent will have met its duty 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 care under applicable law if it holds, maintains and disposes the resignation of Pledged the Collateral Agent (as stated in the same manner that it holds, maintains and disposes notice of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawresignation), the Collateral Agent will have may appoint, with the consent of the Company, a successor Collateral Agent. If no duties or obligations under this Agreement or otherwise with respect successor Collateral Agent is appointed and consented to by the Company pursuant to the Pledged Collateral. preceding sentence within thirty (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor30)

Collateral Agent. s rights (A) Neither the Trustee, nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon default (a) The Pledgor irrevocably constitutes and appoints or otherwise enforce any of the Liens or Security Documents or any delay in doing so; except, in the case of the Collateral Agent, with full power to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of substitution, as a court of competent jurisdiction that is not subject to appeal) on the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in part of the Collateral Agent’s name , (iii) for the validity or otherwisesufficiency 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 Majority Holders. (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 10, are extended to the Collateral Agent, and at its agents, receivers and attorneys, and shall be enforceable by, the Pledgor’s expenseCollateral Agent, as if fully set forth in this Section 11.06 with respect to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of DefaultCollateral Agent, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by 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 its agents willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any saleSecurity Document or the Intercreditor Agreement, transfer or other disposition of Pledged Collateral. (c) The the Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral shall enjoy the rights, privileges, protections, immunities and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant benefits that are extended 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 Collateralhereunder. (eC) The Pledgor bears Beyond the risk exercise of loss, damage, diminution reasonable care in value, or destruction the custody 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawpossession, the Collateral Agent will have no duties duty as to any Collateral in its possession or obligations under this Agreement 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, 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 similar documents, such filing or recording by the Trustee or Collateral Agent at the direction of the Majority Holders shall be 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 validity, effectiveness, priority, perfection or otherwise). The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords property held by it as a collateral agent or any similar arrangement, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. (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 Pledged CollateralTrustee or the Majority Holders, as applicable. (jF) The saleCollateral Agent shall not be required to acquire title to an 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 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 Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or other disposition control of the asset to a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under this Agreement any federal, state or local law, rule or regulation by reason of the Collateral 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 righthazardous 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, titleexcept that references to the Trustee in such section shall be deemed to be references to the Collateral Agent for this purpose. If the Collateral Agent consolidates, merges or converts into, or interest transfers all or substantially all of its corporate trust business to, another corporation, the Pledgor in successor corporation without any item of Pledged further act will be the successor Collateral will:Agent. (iH) operate At all times when the Trustee is not itself the Collateral Agent, the Company shall deliver to divest the Pledgor permanently Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all persons claiming under or through documents delivered to the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, Collateral Agent pursuant to any claims by the Pledgor or any person claiming under or through the PledgorSecurity Documents.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Each Secured Party hereby appoints Xxxx Xxxx, P.A. (the "Collateral Agent") as the Collateral AgentAgent hereunder and each Secured Party authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, with full power each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of substitutionthe documents to which the Collateral Agent is a party relating to security for the obligations under the Notes, as to exercise all rights, powers and remedies that the Pledgor’s true and lawful attorney-in-factCollateral Agent may have under such Transaction Documents and, in the Pledgor’s name or in case of the Collateral Agent’s name or otherwise, and at the Pledgor’s expenseTransaction Documents, to take any of act as agent for the actions authorized by this Agreement or permitted Secured Parties under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneysuch Transaction Documents. (b) As to any matters not expressly provided for by this Agreement and the other document relating thereto (including enforcement or collection), the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Secured Parties, and such instructions shall be binding upon all Secured Parties; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Secured Parties with respect to such action or (ii) is contrary to this Agreement or applicable law. The Pledgor Collateral Agent agrees that 10 days to give to each Secured Party prompt notice shall constitute reasonable of each notice given to it by the Grantor pursuant to the terms of this Agreement or the other Transaction Documents. If the Collateral Agent receives conflicting instructions from the Secured Parties it will not be required to act until it receives instructions from the Secured Parties holding a majority of the Notes then outstanding (calculated in connection with any sale, transfer or other disposition of Pledged Collateraldollar amounts rather than noteholders). (c) In performing its functions and duties hereunder and under the Transaction Documents and the other documents required to be executed or delivered in connection therewith, the Collateral Agent is acting solely on behalf of the Secured Parties and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein, in the Transaction Documents and any other documents required to be executed or delivered in connection therewith related hereto or any other relationship as the agent, fiduciary or trustee of or for any Secured Party or holder of any other obligation under this Agreement or the Notes. The Collateral Agent may comply with perform any applicable state of its duties under any Transaction Document by or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateralthrough its agents or employees. (d) The grant None of the Collateral Agent, any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Transaction Documents, except for its, his, her or their own gross negligence or willful misconduct. (e) Each Secured Party acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party conduct its own independent investigation of the financial condition and affairs of the Grantor and its Subsidiaries in connection with the issuance of the Securities. Each Secured Party also acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Transaction Documents. For avoidance of doubt, each Secured Party represents that it has had no contact with the Collateral Agent; that the Collateral Agent has had no role in the negotiation or preparation of the Transaction Documents and was contacted after such negotiations and documents were finalized for the purpose of serving solely in the administrative role of Collateral Agent under this Agreement. (f) Each Secured Party agrees to indemnify the Collateral Agent and each of its affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Grantor), from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the document related thereto; provided, however, that no Secured Party shall be liable for any portion of any rightsuch liabilities, power obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or remedy does not impose upon disbursements resulting from the Collateral Agent any duty to exercise that right, power Agent's or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim such affiliate's gross negligence 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 other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes may resign at any time by giving written notice thereof to the Secured Parties and the Grantor. Upon any such resignation, the Secured Parties holding a majority of the Notes then outstanding shall have the right to appoint a successor Collateral Agent. If no express successor Collateral Agent shall have been so appointed by the Secured Parties holding a majority of the Notes then outstanding, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, selected from among the Secured Parties. Upon the acceptance of any appointment as Collateral Agent by a successor 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 Transaction Documents and any other documents required to be executed or implied representations or warranties with respect delivered in connection therewith. Prior to any Pledged retiring Collateral or other property released Agent's resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the Pledgor or successor Collateral Agent its successors and assigns (other than rights as Collateral Agent under the Transaction Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Agreement as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the absence of liens created by the Pledgor)Transaction Documents and any other documents required to be executed or delivered in connection therewith. (h) The Pledgor Each Secured Party agrees that any action taken by the Collateral Agent will have met its duty in accordance with the provisions of care under applicable law if it holdsthis Agreement or of the other document relating thereto, maintains and disposes the exercise by the Collateral Agent or the Secured Parties of Pledged the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. The Secured Parties holding a majority of the Notes then outstanding may elect to remove or replace the Collateral in the same manner that it holds, maintains and disposes of property for its own accountAgent. (i) Except as set forth Each of the Secured Parties hereby directs, in this Clause or as required under applicable lawaccordance with the terms hereof, the Collateral Agent will have no duties to release (or in the case of clause (ii) below, release or subordinate) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following: (i) all of the Collateral upon payment and satisfaction in full of all obligations under the Notes and all other obligations under the Transaction Documents that the Collateral Agent has been notified in writing are then due and payable and (ii) any part of the Collateral sold or disposed of by the Grantor or any Subsidiary if such sale or disposition is permitted by this Agreement and the Notes (or permitted pursuant to a waiver or consent of a transaction otherwise with respect prohibited by this Agreement and the Notes). Each of the Secured Parties hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 7.14 promptly upon the Pledged Collateraleffectiveness of any such release. (j) The salecontact information for the Collateral Agent is: Xxxx Xxxx, transfer or other disposition under this Agreement of any rightP.A., title000 X. Xxxxxxxx Street, or interest of Tampa, FL 33602, Attention: Xxxx Xxxxxxxx. The fax number for Xxxx Xxxx, P.A. is (000) 000-0000 and the Pledgor in any item of Pledged E-mail address is xxxxxxxxx@xxxxxxxx.xxx. The telephone number for Xxxx Xxxx, P.A. is (000) 000-0000. (k) The Collateral willAgent: (i) operate shall not be responsible in any manner for the validity, correctness or sufficiency of any document or instrument received by or made available to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightit, title, or interest, andin its capacity as Collateral Agent hereunder. (ii) shall be a perpetual barentitled to act upon any written certificate, both statement, notice, demand, request, consent, agreement or other instrument whatever, not only in reliance upon its due execution and the validity and effectiveness of its provisions, but also as to the accuracy and completeness of any information therein contained, which the Collateral Agent shall in good faith believe to be genuine and to have been signed or presented by any authorized person. (iii) shall be entitled to request and receive from any party hereto such documents in addition to those provided for herein as the Collateral Agent may deem necessary to resolve any questions of fact involved in the administration of its duties hereunder. (iv) may, at law the expense of the remaining parties, consult independent counsel of its choice in respect to any question relating to its duties or responsibilities under this Agreement, and shall not be liable for any action taken or omitted in equitygood faith on advice of such counsel. (v) shall be under no obligation to advance any monetary sum in connection with the maintenance or administration of this Agreement, to institute or defend any claims action, suit or legal proceeding in connection herewith, or to take any other action likely to involve the Collateral Agent in expense, unless first indemnified by the Pledgor remaining parties to the Collateral Agent's satisfaction. (vi) shall not be bound by any amendment to this Agreement or by any person claiming other such amendment or agreement unless the same shall have been executed by the Collateral Agent. (vii) shall have only such duties and responsibilities as are expressly set forth in this Agreement in the performance of its obligations hereunder. (viii) shall be indemnified and held harmless by the remaining parties against any and all liabilities incurred by it hereunder (including all costs, expenses and fees incurred in defending any legal action or administrative proceeding or in resisting any claim), except for those resulting from its own willful misconduct or gross negligence. (ix) may, if it becomes uncertain concerning its rights and responsibilities with respect to its duties or if it receives instructions with respect to the Collateral that it believes to be in conflict with this Agreement or is advised that a dispute has arisen with respect to its duties under this Agreement, without liability, refrain from taking any action until it is directed otherwise in a writing signed by all of the Secured Parties or through by an order of a court of competent jurisdiction. The Collateral Agent is not obligated to institute or defend any legal proceedings, although it may, in its sole discretion and at the Pledgorremaining parties' expense, institute or defend such proceedings (including proceedings seeking a declaratory judgment) and join interested parties. (x) The Collateral Agent will be paid a fee of $3,000 for its agreement to serve as the Collateral Agent. This fee is payable upon the execution of this Agreement.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitutionDELAWARE TRUST COMPANY, as Collateral Agent By: Name: Title: THIS PLEDGE AMENDMENT, dated as of , 20 , is delivered by [NAME OF PLEDGOR] (the “Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, ”) pursuant to take any Section 5.1 of the actions authorized by this Security Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice referred to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revokedherein below. The Pledgor ratifies hereby agrees that this Pledge Amendment may be attached to the Pledge and confirms all actions taken 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 Collateral Agent or Pledgor in favor of , as trustee and collateral agent for the Holders under the Indenture referred to below (in its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection capacity as trustee and together 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than 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 the absence Equity Interests within the meaning of liens created by the Pledgor). (h) Security Agreement and shall become part of the Collateral and shall secure all of the Secured Obligations as provided in the Security Agreement. The Pledgor agrees hereby confirms that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains all representations and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as warranties set forth in this Clause or as required under applicable lawSections 3.1, 3.2, 3.4, 3.5 and 3.7 of the Collateral Agent will have no duties or obligations under this Security Agreement or otherwise are true and correct with respect to the Pledged Collateral. Equity Interests listed on Annex A to this Pledge Amendment. This Pledge Amendment and its attachments are hereby incorporated into the Security Agreement and made a part thereof. [ACQUIRED SUBSIDIARY] By: Name: Title: Name of Issuer Type of Interests Certificate No. (jif applicable) The sale, transfer or other disposition under this Agreement No. of any right, title, or interest Shares/Units (if applicable) Percentage of the Pledgor Outstanding Interests 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorIssuer

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture, with full power the Security Documents and the Intercreditor Agreement and the Trustee and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the 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 Pledgor’s true and lawful attorney-in-factsame 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 Pledgor’s name or express conditions contained in this Section 10.09. The provisions of this Section 10.09 are solely for the benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the 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 or the consent Holders nor any of the PledgorGrantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 10.03 hereof. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreement and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agreement, 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 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 the 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 foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through receivers, 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, 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 Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection with any sale, transfer or other disposition of Pledged Collateralgood faith. (c) The None of the Collateral Agent may comply with or any applicable state of its respective Related Persons shall (i) be liable for any action taken or federal law requirements 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 as determined by a disposition court of Pledged Collateral competent jurisdiction in a final and compliance will not non-appealable decision) 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 as determined by a court of competent jurisdiction in a final and non-appealable decision), or (ii) be considered adversely responsible in any manner to affect any of the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Grantor or Affiliate of any sale Grantor, or any Officer or Related Person thereof, contained in this Indenture, the Security Documents or the Intercreditor Agreement, 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, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis Indenture, the Security Documents or the Intercreditor Agreement, or for any failure of any Grantor 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 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 grant 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 Collateral Agent under this Agreement of Issuer or any rightGrantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation 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 steps action under this Indenture, the Security Documents or the Intercreditor Agreement 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 preserve any claim or other right its satisfaction by the Holders against any person and all 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, the Security Documents or the Intercreditor Agreement in accordance with respect 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 any Pledged Collateralact pursuant thereto shall be binding upon all of the Holders. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence 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 hereof or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 10.09). (f) The Wilmington Trust, National Association and its respective 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 Grantor and its Affiliates as though it was not the Collateral Agent will have no responsibility for hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington Trust, National Association or its respective Affiliates may receive information regarding any act Grantor or omission its Affiliates (including information that may be subject to confidentiality obligations in favor of any couriersuch Grantor 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 Wilmington Trust, bailee, broker, bank, investment bank or any other person chosen by it with reasonable careNational Association to advance funds. (g) The Collateral Agent makes no express or implied representations or warranties with respect to may resign at any Pledged Collateral or other property released time by notice to the Pledgor or Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its successors and assigns (other than appointment as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that Collateral Agent. If the Collateral Agent will have met its duty resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of care under applicable law if it holds, maintains and disposes the resignation of Pledged the Collateral Agent (as stated in the same manner that it holds, maintains and disposes notice of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawresignation), the Collateral Agent will have no duties or obligations under this Agreement or otherwise may appoint, after consulting with respect the Trustee, subject to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest consent of the Pledgor in any item Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that rightDefault), title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorsuccessor collateral agent. If no successor collateral

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints 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. Subject to the terms of the Intercreditor Agreement, the Collateral AgentAgent 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 Pledged Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Agent shall, after all Secured Obligations have been Paid in Full under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) of a majority of the aggregate “settlement amount” as defined in the Hedge Agreements (or, with full power respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of substitutionexpenses 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 Pledgor’s true last Business Day of the month preceding any date of determination and lawful attorney-in-fact, in shall be calculated by the Pledgor’s name or in appropriate swap counterparties and reported to the Collateral Agent’s name or otherwiseAgent upon request; provided any Hedge Agreement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, and at each Secured Party, by its acceptance of the Pledgor’s expensebenefits hereof, agrees that it shall have no right individually to take realize upon any of the actions authorized Pledged Collateral hereunder, it being understood and agreed by this Agreement or permitted under applicable law upon the occurrence such Secured Party that all rights and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot remedies hereunder may be revoked. The Pledgor ratifies and confirms all actions taken 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 the Collateral Agent including, without limitation, the provisions relating to resignation or its agents under removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this power reference and shall survive any termination of attorneythe Credit Agreement. (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 shall have the right to appoint one or federal law requirements in connection with a disposition more sub-agents for the purpose of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any 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 retaining physical possession of the Pledged Collateral. , which may be held (fin the discretion of the Collateral Agent) The Collateral Agent will have no responsibility for any act in the name of the relevant Grantor, endorsed or omission assigned in blank or in favor of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty or any nominee or nominees of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims sub-agent appointed by the Pledgor or any person claiming under or through the PledgorCollateral Agent.

Collateral Agent. s rights upon default The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (aincluding in its capacities as a potential Qualified Counterparty and a potential Cash Management Provider) The Pledgor hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.5 for purposes of holding or in 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’s name , shall be entitled to the benefits of all provisions of this Section 9 and Section 10, 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 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, and at the Pledgor’s expense, to take for any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power right 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 Collateral against 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 Borrower or any other person chosen by it with reasonable care. Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any Specified Cash Management Agreement (g) The Collateral Agent makes no express including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or implied representations similar claim or warranties other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Pledged Collateral of the Borrower or any other property released to Loan Party, without the Pledgor or its successors and assigns (other than as to prior written consent of the absence Administrative Agent. In the event of liens created a foreclosure by the Pledgor). (h) The Pledgor agrees that Administrative Agent on any of the Collateral Agent will have met its duty pursuant to a public or private sale or a sale of care under applicable law if it holds, maintains and disposes any of Pledged the Collateral in pursuant to Section 363 of the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawBankruptcy Code, the Collateral Administrative Agent will have no duties or obligations under this Agreement or otherwise with respect to any Lender may be the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement purchaser of any rightor all of such Collateral at any such sale and the Administrative Agent, title, or interest as agent for and representative of the Pledgor Lenders (but not any Lender or Lenders in any item 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 Pledged Collateral will: (i) operate to divest the Pledgor permanently Required Lenders, for the purpose of bidding and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor-143-

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Issuer, the Grantor and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Security Documents, with full power the Issuer, the Grantor and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture 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 Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the Pledgor’s true same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. In addition, by acceptance of the Notes, each Holder will be deemed to have, (1) irrevocably appointed JPMorgan Chase Bank, N.A., as Collateral Agent to act as its collateral agent under the Security Documents, and lawful attorney-in-fact, in the Pledgor’s name or in any other relevant documents to which the Collateral Agent’s name or otherwiseAgent is a party, and at (2) irrevocably authorized the Pledgor’s expenseCollateral Agent to (i) perform the duties and exercise the rights, powers, and discretions that are specifically given to take any of it under the actions authorized by this Agreement Security Documents, or permitted under applicable law upon other documents to which the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney Collateral Agent is a party, together with any other incidental rights, power coupled with an interest and cannot discretions and (ii) execute each document expressed to be revokedexecuted by Collateral Agent on its behalf. The Pledgor ratifies and confirms all actions Collateral Agent agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the Trustee, any Holder, the Issuer or the Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent may perform any of its duties under this Indenture or the Security Documents by or through receivers, agents, employees, attorneys-in-fact or 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 Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection good faith and with any sale, transfer or other disposition of Pledged Collateraldue care. (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 Issuer or any 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 or the Security 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 its satisfaction by the Holders against any and all liability and expense which may comply with be incurred by it by reason of taking or continuing to take any applicable state such action. The Collateral Agent shall in all cases be fully protected in acting, or federal law requirements in connection refraining from acting, under this Indenture or the Security Documents, in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (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[Reserved]. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Trust 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. (f) ” The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties shall take such action with respect to any Pledged Collateral such Default or other property released to the Pledgor or its successors and assigns (other than Event of Default as to the absence of liens created may be requested by the PledgorTrustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.7). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Wilmington Savings Fund Society, FSB is hereby appointed as Collateral Agent and appoints the shall be authorized to appoint co-Collateral Agent, with full power of substitution, Agents as the Pledgor’s true and lawful attorney-in-fact, necessary in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take its sole discretion. Each Holder agrees that any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the 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 foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees that 10 days notice Collateral Agent makes no representations as to, and shall constitute reasonable not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to 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 Liens or security interests in any of the Collateral created or intended to be created by any of the Security Documents, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent as determined by a court of competent jurisdiction in a final and non-appealable decision, for the validity or sufficiency of 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 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 recording, registering, filing, re-recording, re-registering or refiling any supplemental indenture, financing statement, continuation statement, document, instrument or other notice in connection with any sale, transfer public office at any time or other disposition times or to otherwise take any action to perfect or maintain the perfection of Pledged Collateralany 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 may comply with shall be entitled to rely, and shall be fully protected in relying, upon any applicable state writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or federal law requirements in connection with a disposition 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 Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. legal counsel (d) The grant including, without limitation, counsel to the Collateral Agent under this Agreement of Company or any rightGuarantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation shall not be bound to take make any steps to preserve investigation into the facts or matters stated in any claim resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other right against any person paper 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) document. The Collateral Agent will have no responsibility for any act shall in all cases be fully protected in acting, or omission of any courierin refraining from acting, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement Indenture or otherwise the Security Documents in accordance with respect to the Pledged Collateral. (j) The salea request, transfer direction, instruction or other disposition under this Agreement of any right, title, or interest consent of the Pledgor Trustee or the Holders of a majority in any item aggregate principal amount of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorthen outstanding Notes.

Collateral Agent. s rights upon default The Administrative 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 appoint the Administrative Agent to act as collateral agent hereunder. The Administrative 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 (aincluding the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement and the other Loan Documents; provided, the Administrative Agent shall, after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders (the “Majority Holders”) The Pledgor irrevocably constitutes and appoints of a majority of the Collateral Agent, with full power of substitution, aggregate “settlement amount” as the Pledgor’s true and lawful attorney-in-fact, defined in the Pledgor’s name or in the Collateral Agent’s name or otherwiseRelated Credit Arrangements (or, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any 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. Related Credit Arrangement that has been terminated in accordance with its terms, the amount then due and payable (eexclusive of expenses and similar payments, but including any early termination payments then due) The Pledgor bears the risk of loss, damage, diminution in value, or destruction under such Related Credit Arrangement) under all Related Credit Arrangements. For purposes of the Pledged Collateral. (f) The Collateral foregoing sentence, settlement amount for any Related Credit Arrangement 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 Administrative Agent will upon request; provided any Related Credit Arrangement with a settlement amount that is a negative number shall be disregarded for purposes of determining the Majority Holders. In furtherance of the foregoing provisions of this Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no responsibility 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 Administrative Agent for any act or omission the benefit of any courier, bailee, broker, bank, investment bank or any other person chosen by it Secured Parties in accordance with reasonable care. (g) the terms of this Agreement. The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released provisions of the Credit Agreement relating to the Pledgor Administrative Agent, including the provisions relating to resignation or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest removal of the Pledgor in Administrative Agent and the powers and duties and immunities of the Administrative Agent, are incorporated herein by this reference and shall survive any item termination of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorCredit Agreement.

Collateral Agent. s rights upon default (i) Each Buyer hereby (a) The Pledgor irrevocably constitutes appoints Castlerigg Master Investments Ltd. ("Castlerigg") as the collateral agent hereunder and appoints under the other Security Documents (in such capacity, the "COLLATERAL AGENT"), and (b) authorizes the Collateral AgentAgent (and its officers, with full power of substitutiondirectors, as the Pledgor’s true employees and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, agents) to take such action on such Buyer's behalf in accordance with the terms hereof and thereof. The Collateral Agent shall not have, by reason hereof or any of the actions authorized other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the "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 Indemnitee ("INDEMNITY COSTS"), arising from or in connection with the performance by such Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents; provided, that, (i) the liability of any Buyer pursuant to this Section 4(q) shall be several and not joint with any other Buyer, and shall not exceed in the aggregate its pro rata percentage of such Indemnity Costs (based on the percentage of Securities that such Buyer shall acquire at the Closing as a percentage of all Securities sold at the Closing) and (ii) no Buyer shall be obligated under this Section 4 (q) for any indirect or consequential Indemnity Costs. (ii) 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 reasonably and in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent any of the Pledgor. This power other Transaction Documents and its duties hereunder or thereunder, upon advice of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken counsel selected by the Collateral Agent or its agents under this power of attorneyit. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (ciii) The Collateral Agent may comply with resign from the performance of all its functions and duties hereunder and under the New Notes and the Security Documents at any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. time by giving at least ten (d10) The grant Business Days prior written notice to the Company and each holder of the New 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 holders of a majority of the outstanding principal under this Agreement the New Notes shall appoint a successor Collateral Agent. Upon the acceptance of any rightthe appointment as Collateral Agent, power or remedy does not impose upon the such successor Collateral Agent any duty shall succeed to exercise that rightand become vested with all the rights, power or remedy. The powers, privileges and duties of the retiring Collateral Agent, and the retiring 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or shall be discharged from its successors duties and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect Agreement, the New Notes and the other Security Documents. After any Collateral Agent's resignation hereunder, the provisions of this Section 4(q) shall inure to its benefit. If a successor Collateral Agent shall not have been so appointed within said ten (10) Business Day period, the Pledged Collateral. (j) The saleretiring Collateral Agent shall then appoint a successor Collateral Agent who shall serve until such time, transfer or other disposition under this Agreement if any, as the holders of any right, title, or interest a majority of the Pledgor in any item of Pledged outstanding principal under the New Notes appoint a successor Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the PledgorAgent as provided above.

Collateral Agent. s rights upon default Treasury and EDC, each in their capacity as a Lender, hereby appoint Treasury (aor its agents or bailees) The Pledgor irrevocably constitutes as collateral agent (in such capacity, the “Collateral Agent”) and appoints gratuitous bailee for purposes of perfecting its Liens on any part of the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or required to be delivered hereunder that is in the Collateral Agent’s name possession or otherwisecontrol (or in the possession or control of its agents or bailees), to the extent that possession or control thereof is taken to perfect a Lien thereon under the New York UCC (such Collateral being the “Pledged Collateral”) as Collateral Agent and gratuitous bailee for the Lenders (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the New York UCC), and at any assignee, solely for the Pledgor’s expensepurpose of perfecting the Liens granted under the Loan Documents, subject to take the terms and conditions of this Section 4.25. Treasury shall not have any obligation whatsoever to the Lenders to ensure that the Pledged Collateral is genuine or owned by any of the actions authorized by this Agreement Grantors, or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to preserve rights or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness benefits of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than Person except as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as expressly set forth in this Clause Section 4.25. The duties or responsibilities of Treasury under this Section 4.25 shall be limited solely to holding the Pledged Collateral as required under applicable law, the Collateral Agent will and as bailee in accordance with this Section 4.25. Treasury shall not have no duties or obligations under by reason of this Agreement or otherwise any other document a fiduciary relationship in respect of the Lenders and each Lender hereby waives and releases Treasury from all claims and liabilities arising pursuant to the Treasury’s role under this Section 4.25 as gratuitous bailee and Collateral Agent with respect to the Pledged Collateral including, without limitation, for loss or damage to the Pledged Collateral. Each Grantor hereby acknowledges and agrees to this Section 4.25. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and Appointed Attorney-in-Fact. By way of securing its obligations hereunder, each Guarantor hereby appoints the Collateral Agent, with full power of substitution, as Agent the Pledgor’s true and lawful attorney-in-factfact of such Guarantor for the purpose, in if the Pledgor’s name or in First Lien Termination Date has occurred, during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent’s name Agent may deem necessary or otherwiseadvisable to accomplish the purposes hereof, which appointment is irrevocable and at coupled with an interest. Without limiting the Pledgor’s expense, to take any generality of the actions authorized by this Agreement or permitted under applicable law foregoing, if and only if the First Lien Termination Date has occurred, the Collateral Agent shall have the right, upon the occurrence and during the continuation continuance of an a Noticed Event of Default, without notice with full power of substitution either in the Collateral Agent's name or in the name of a Guarantor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) 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 the consent otherwise deal with all or any of the Pledgor. This power Collateral, and to do all other acts and things necessary to carry out the purposes of attorney is a power coupled with an interest this Agreement, as fully and cannot completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be revoked. The Pledgor ratifies and confirms all actions taken 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 Agent, or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection to present or file any claim or notice, or to take any action 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 affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant respect to the Collateral Agent under this Agreement of or any right, power part thereof or remedy does not impose upon the Collateral Agent moneys due or to become due in respect thereof or any duty to exercise that right, power or remedyproperty covered thereby. The Collateral Agent will have no obligation to take any steps to preserve any claim or and the 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 Second Lien Secured Parties shall be accountable only for amounts actually received as a result of the Pledged Collateral. (f) The Collateral Agent will have no responsibility exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Guarantor for any act or omission of any courierfailure to act hereunder, bailee, broker, bank, investment bank except for their own gross negligence or any other person chosen by it with reasonable carewillful misconduct. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor Trustee and each of the Holders by acceptance of the Notes hereby acknowledge the Company’s appointment of the Collateral Agent as the Trustee’s and the 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 constitutes authorize and appoints direct the Collateral Agent to execute and deliver the Security Documents and authorize the Collateral Agent to take such action on their behalf under the provisions of this Indenture 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 Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent agrees to act as 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, the Company or any 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 responsibilities, except those expressly set forth herein and in the Security Documents, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company or any Domestic Subsidiary, 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 foregoing sentence, the use of the term “agent” in this Indenture with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in reference to the Collateral Agent’s name Agent shall not be construed to connote any fiduciary or otherwiseother 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 at is intended to create or reflect only an administrative relationship between independent contracting parties. Notwithstanding anything else to the Pledgor’s expensecontrary herein, whenever reference is made in this Agreement, or any other Security Document, to take any of the actions authorized by this Agreement discretionary action by, consent, designation, specification, requirement or permitted under applicable law upon the occurrence and during the continuation of an Event of Defaultapproval of, without notice notice, request or other communication from, or other direction given or action to be undertaken or the consent of the Pledgor. This power of attorney is a power coupled with an interest and canto be (or not be revoked. The Pledgor ratifies and confirms all actions taken 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 agents under this power of attorneysuccessors 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 Pledgor agrees 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 10 days notice shall constitute reasonable notice in connection with any sale, transfer it selects as long as such selection was made without negligence or other disposition of Pledged Collateralwillful misconduct. (c) The None of the Collateral Agent may comply with or any applicable state of its agents or federal law requirements employees shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with a disposition 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 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 Pledged the Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral and compliance will not 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 considered adversely under any obligation to affect the commercial reasonableness Trustee or any Holder to ascertain or to inquire as to the observance or performance of any sale of Pledged Collateralthe 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 grant 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 under shall have received written notice from the Trustee or the Company referring to this Agreement Indenture, describing such Default or Event of any rightDefault 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, power or remedy does not impose upon however, that unless and until the Collateral Agent has received any duty to exercise that rightsuch request, power or remedy. The the Collateral Agent will have no obligation to may (but shall not be obligated to) take any steps to preserve any claim such action, or other right against any person or refrain from taking such action, with respect to any Pledged Collateralsuch Default or Event of Default as it shall deem advisable. (e) The Pledgor bears Collateral Agent may resign at any time by so notifying the risk Company and the Trustee in writing at least thirty (30) days prior to the proposed date of lossresignation, damage, diminution such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The Holders of a majority in value, or destruction principal amount of the Pledged Collateralthen 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 will have no responsibility 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 omission of any courierfailure to act hereunder, baileeexcept for its own willful misconduct, broker, bank, investment bank gross negligence or any other person chosen by it with reasonable carebad faith. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors is authorized and assigns (other than as to the absence of liens created directed by the Pledgor)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 under such Security Documents. (h) The Pledgor agrees 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 Agent will 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 met its duty 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 care under applicable law if it holdsthe 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, maintains and disposes of Pledged Collateral in as the same manner that it holdscase may be, maintains and disposes of property for its own accountor the genuineness, validity, marketability or sufficiency thereof or title thereto. (i) Except as set forth The Collateral Agent (i) shall not be liable for any action it takes or omits to take in this Clause good faith that it believes to be authorized or as required under applicable lawwithin 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 will have no duties or obligations under this Agreement or otherwise 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 respect the Company (and money held in trust by the Collateral Agent need not be segregated from other funds except to the Pledged Collateralextent 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) The sale, transfer or other disposition under this 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 any right, title, or interest of determining the Pledgor secured obligations in any item of Pledged Collateral willthat is governed by Dutch law, and in relation to such Dutch Parallel Debt: (i) operate to divest the Pledgor permanently Collateral Agent, solely for the legal purposes required under Dutch law, shall act in its own name and all persons claiming under or through not as agent of any Secured Party (but always for the Pledgor benefit of that rightthe Secured Parties in accordance with the provisions of this Indenture, title, or interest, andthe Notes and the Security Documents); (ii) the rights, powers and authorities vested in the Collateral Agent pursuant to this Indenture, the Notes, the Security Documents, the Subsidiary Guarantees and any other agreements or instruments required to be a perpetual bar, both at law and in equity, executed pursuant to the terms thereof are subject to any claims restrictions imposed by mandatory Dutch law; and (iii) the Collateral Agent shall be entitled to accept the Dutch Parallel Debt on behalf of each of the Secured Parties, notwithstanding the foregoing. (k) If the Collateral Agent resigns or is removed in accordance with this Section 11.07, EOC shall execute such documents and take such other action as is necessary or desirable (or as may otherwise be requested by the Pledgor Trustee) in connection with the substitution, in accordance 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 successor corporation or banking association without any person claiming under or through further act shall be the Pledgorsuccessor Collateral Agent. As soon as practicable, the successor Collateral Agent shall mail a notice of its succession to the Company and the Holders of the Notes.

Collateral Agent. s rights upon default (a) The Pledgor Collateral Agent shall have all the rights and protections provided in the Security Documents and those afforded the Trustee under this Indenture. (b) Each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreements and hereby irrevocably constitutes authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreements 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 Agreements, and consents and agrees to the terms of the Intercreditor Agreements 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. (c) Each of the Holders by acceptance of the Notes hereby directs the Trustee to so designate and appoint the Collateral Agent as its agent under this Indenture, the Security Documents and the Intercreditor Agreements and the Trustee hereby so designates and appoints the Collateral Agent, with full power . The Collateral Agent agrees to act as such on the express conditions contained in this Section 12.02. The provisions of substitution, as this Section 12.02 are solely for the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in benefit of the Collateral Agent’s name or otherwiseAgent and none of the Trustee, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon Holders, the occurrence and during the continuation of an Event of DefaultIssuer, without notice to or the consent nor any of the PledgorGuarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in this Section or in Article 7. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Intercreditor Agreements and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents under remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this power Indenture, the Security Documents and the Intercreditor Agreements, the duties of attorney. (b) The Pledgor agrees that 10 days notice the Collateral Agent shall constitute reasonable notice be ministerial and administrative in connection with nature and the Collateral Agent shall not have any saleduties or responsibilities, transfer except those expressly set forth herein and in the Security Documents and the Intercreditor Agreements to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other disposition fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents and the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of Pledged Collateral. (c) The the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent may comply with is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collaterallaw. (d) The grant to the Collateral Agent may perform any of its duties under this Agreement Indenture, the Security Documents or the Intercreditor Agreements by or through receivers, 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, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon, any right, power advice or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedyopinion given by legal counsel. The Collateral Agent will have no obligation to take shall not be responsible for the gross negligence or willful misconduct of any steps to preserve any claim receiver, agent, employee, attorney-in-fact or other right against any person or with respect to any Pledged Collateralrelated Person that it selects as long as such selection was made in good faith. (e) The Pledgor bears None of the risk Collateral Agent or any of loss, damage, diminution its respective related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in valueconnection 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 gross negligence or willful misconduct), or destruction (ii) be responsible in any manner to any of the Pledged CollateralTrustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of the Issuer or any Guarantor, or any officer or related Person thereof, contained in this Indenture, or any Security Documents or Intercreditor 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, the Security Documents or the Intercreditor Agreements, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor Agreements, or for any failure of the Issuer or any Guarantor or any other party to this Indenture, the Security Documents or the Intercreditor Agreements 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 Indenture, the Security Documents or the Intercreditor Agreements or to inspect the properties, books, or records of the Issuer, any Guarantor or any of the Issuer’s or Guarantors’ Affiliates. (f) The Collateral Agent will shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, 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 no responsibility for 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 act 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 omission of matters stated in any courierresolution, baileecertificate, brokerstatement, bankinstrument, investment bank 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 or any other person chosen indenture, the Security Documents or the Intercreditor Agreements, unless it shall first receive such advice or concurrence of 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 its reasonable 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. 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 Agreements in accordance with reasonable carea 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. (g) The Collateral Agent makes no express shall not be deemed to have knowledge or implied representations notice of the occurrence of any Default or warranties 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 any Pledged Collateral such Default or other property released to the Pledgor or its successors and assigns (other than Event of Default as to the absence of liens created may be requested by the Pledgor)Trustee in accordance with Article 6 or the Holders of a majority in aggregate principal amount of the Notes. (h) Wilmington Trust, National Association and its respective 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 respective Affiliates as though it was not the Collateral Agent hereunder and without notice to or consent of the Trustee. The Pledgor agrees Trustee and the Holders acknowledge that, pursuant to such activities, Wilmington Trust, National Association or its respective Affiliates may receive information regarding the Issuer, any Guarantor or their Affiliates (including information that may be subject to confidentiality obligations in favor of the Issuer or any such Guarantor or such Affiliate) and acknowledge that the Collateral Agent will have met its duty 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 care under applicable law if it holdsWilmington Trust, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own accountNational Association to advance funds. (i) Except The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as set forth 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 the intended effective date of the resignation of the Collateral Agent (as stated in this Clause or as required under applicable lawthe notice of resignation), the Collateral Agent will have may appoint, 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 Issuer pursuant to the preceding sentence, 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 Section 12.02 and Section 7.07 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 obligations omitted to be taken by it while it was the Collateral Agent under this Agreement or otherwise with respect to the Pledged CollateralIndenture. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes and appoints On the Collateral AgentIssue Date, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the 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 or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power shall be appointed for the benefit of attorneythe Holders of the Notes and is hereby authorized to enter into the Pledge Agreements. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with Subject to the terms of this Indenture and the Pledge Agreements, the Collateral Agent (directly or through LSC Sub-Agents) and any saleAdditional Share Pledge Collateral Agent will hold and will be entitled to enforce on behalf of the Holders of Notes, transfer or other disposition of Pledged all Liens on the Collateral. (c) The All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Collateral Agent may comply with (including each LSC Sub-Agent duly appointed by it) and any applicable state or federal law requirements in connection with a disposition of Pledged Additional Share Pledge Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged CollateralAgent. (d) The grant Collateral Agent, or any LSC Sub-Agent, as the case may be, shall be authorized to appoint LSC Sub-Agents as necessary in its respective sole discretion and any such appointment shall be reflected in documentation (which the Collateral Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no Collateral Agent nor any of its respective officers, directors, employees or agents or other related persons 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. Each Collateral Agent under this Agreement shall be accountable only for amounts that it actually receives as a result of any rightthe exercise of such powers, power or remedy does not impose upon and neither the Collateral Agent nor any duty to exercise that rightof its respective officers, power directors, employees 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 agents shall be responsible for any act or omission of any courierfailure to act, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property except for its own accountgross negligence or willful misconduct. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Issuer, the Grantor and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Security Documents, with full power and the Issuer, the Grantor and each of substitutionthe Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture 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 Indenture and the Security Documents, and consents and agrees to the terms of each Security Document, as the Pledgor’s true same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. In addition, by acceptance of the Notes, each Holder will be deemed to have, (1) irrevocably appointed Wilmington Trust, National Association, as Collateral Agent to act as its collateral agent under the Security Documents and lawful attorney-in-fact, in the Pledgor’s name or in any other relevant documents to which the Collateral Agent’s name or otherwiseAgent is a party, and at (2) irrevocably authorized the Pledgor’s expenseCollateral Agent to (i) perform the duties and exercise the rights, powers, and discretions that are specifically given to take any of it under the actions authorized by this Agreement Security Documents or permitted under applicable law upon other documents to which the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney Collateral Agent is a party, together with any other incidental rights, power coupled with an interest and cannot discretions and (ii) execute each document expressed to be revokedexecuted by Collateral Agent on its behalf. The Pledgor ratifies and confirms all actions Collateral Agent agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or its agents remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in 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 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 the Trustee, any Holder, the Issuer or the Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, 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 this power agency doctrine of attorneyany 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 Pledgor agrees Collateral Agent may perform any of its duties under this Indenture or the Security Documents by or through receivers, agents, employees, attorneys-in-fact or 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 Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that 10 days notice shall constitute reasonable notice it selects as long as such selection was made in connection good faith and with any sale, transfer or other disposition of Pledged Collateraldue care. (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 Issuer or any 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 or the Security 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 its satisfaction by the Holders against any and all liability and expense which may comply with be incurred by it by reason of taking or continuing to take any applicable state such action. The Collateral Agent shall in all cases be fully protected in acting, or federal law requirements in connection refraining from acting, under this Indenture or the Security Documents, in accordance with a disposition request, direction, instruction or consent of Pledged Collateral the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and compliance will not such request and any action taken or failure to act pursuant thereto shall be considered adversely to affect binding upon all of the commercial reasonableness of any sale of Pledged CollateralHolders. (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[Reserved]. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateraloccurrence of any Default or Event of Default, unless a Trust 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. (f) ” The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties shall take such action with respect to any Pledged Collateral such Default or other property released to the Pledgor or its successors and assigns (other than Event of Default as to the absence of liens created may be requested by the PledgorTrustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.7). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Holders have, pursuant to Section 22 of each Convertible Note, designated and appoints appointed the Collateral Agent, with full power of substitution, Secured Party as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any collateral agent of the actions authorized by Holders under this Agreement or permitted under applicable law upon and the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorneyother Note Documents. (b) The Pledgor agrees that 10 days notice Secured Party shall constitute reasonable notice exercise the rights and remedies provided in connection with any sale, transfer or this Agreement and each other disposition Security Document at the direction of Pledged Collateralthe Required Holders. (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 affect Secured Party shall allocate proceeds received by the commercial reasonableness of any sale of Pledged Collateral. (d) The grant Secured Party pursuant to the Collateral Agent exercise of remedies under this Agreement of any right, power the Note Documents or remedy does not impose upon the Collateral Agent any duty to exercise that right, power at law or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or in equity (including without limitation with respect to any Pledged Collateral. (e) The Pledgor bears secured creditor remedies exercised against 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 and any other person chosen by it with reasonable care. (gcollateral security provided for under any Security Documents) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral then outstanding Obligations in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral willfollowing order: (i) operate first, to divest the Pledgor permanently Secured Party to reimburse the costs and all persons claiming expenses (including attorney’s fees and expenses of any counsel to the Secured Party) incurred by the Secured Party in the collection of such amounts under the Note Documents, including, without limitation, any costs incurred in connection with the sale or through disposition of any Collateral, in such order as the Pledgor of that right, title, or interest, andSecured Party shall elect until such Obligations are paid in full; (ii) be a perpetual bar, both at law and in equitysecond, to the Initial Holders and the Incremental Holders on a pro rata basis to pay the other Obligations under the Initial Notes and the Incremental Notes until an aggregate of $13,000,000 shall have been distributed pursuant to this clause (ii); provided, however, that solely for purposes of determining the pro rata allocation of any claims by distribution made under this clause (ii), (A) 10/13 of the Pledgor or amount of such distribution shall be allocated to the Obligations under the Initial Notes and (B) 3/13 of such amount shall be allocated to the Obligations under the Incremental Notes; (iii) third, to the Holders of the Initial Notes to pay any person claiming remaining Obligations under or through the PledgorInitial Notes until an aggregate of $5,000,000 shall have been distributed pursuant to this clause (iii); (iv) fourth, to the Holders of the Incremental Notes to pay remaining Obligations under the Incremental Notes until an aggregate of $1,000,000 shall have been distributed pursuant to this clause (iv); (v) fifth, if the Holders of the Incremental Notes have purchased an aggregate initial principal amount of Incremental Notes in excess of $3,000,000, to the Holders of the Incremental Notes to pay remaining Obligations under the Incremental Notes until an aggregate amount equal to the amount of such excess shall have been distributed pursuant to this clause (v);

Collateral Agent. s rights upon default (a) The Pledgor Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably constitutes appoints and appoints authorizes the Administrative Agent to act as the agent of such Lender 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, with full power of substitutionas “collateral agent” and any co-agents, as the Pledgor’s true sub-agents and lawful attorneyattorneys-in-fact, in fact appointed by the Pledgor’s name Administrative Agent pursuant to Section 9.05 for purposes of holding or in enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the ​ ​ ​ ​ ​ Administrative Agent’s name or otherwise, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(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, and at 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 Pledgor’s expense, to take any Administrative Agent acting as the “collateral agent”. Without limiting the generality of the actions authorized by this Agreement or permitted under applicable law upon foregoing, the occurrence and during Lenders hereby expressly authorize the continuation of an Event of Default, without notice Administrative Agent to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent 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 affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise execute any and all documents (including releases) with respect to the Pledged Collateral. Collateral (jincluding any intercreditor agreement and any amendment, supplement, modification or joinder with respect thereto) The saleand the rights of the Secured Parties with respect thereto, transfer or other disposition under as contemplated by and in accordance with the provisions of this Agreement of and the Collateral Documents and acknowledge and agree that any right, title, or interest of such action by the Pledgor in any item of Pledged Collateral will: (i) operate to divest Administrative Agent shall bind the Pledgor permanently Lenders and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgorbinding upon each Lender.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Collateral Agent shall have all the rights and protections provided in the Security Documents and, additionally, shall have all the rights and protections provided to the “Trustee” under Article 7. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents as the same may be in effect or may be amended, amended and restated, modified, renewed, restated or replaced from time to time in accordance with their terms and authorizes and appoints Xxxxx Fargo Bank, National Association as the Collateral Agent. The Trustee hereby authorizes and appoints Xxxxx Fargo Bank, with full power of substitution, National Association as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any . Each of the actions authorized by this Agreement or permitted under applicable law upon Holders and the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by Trustee directs the Collateral Agent or to enter into the Security Documents and to perform its agents under this power of attorneyobligations and exercise its rights thereunder in accordance therewith and to exercise such powers as are delegated to the Trustee and Collateral Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with Subject to Section 7.01, none of the Collateral Agent, Trustee, Paying Agent, Registrar or Transfer Agent nor any saleof their respective officers, transfer directors, employees, attorneys or other disposition agents will be responsible or liable for the existence, genuineness, value or protection of Pledged any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Note Liens, or any defect or deficiency as to any such matters. (c) The Collateral Agent may comply with any applicable state Except as required or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any 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 other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created permitted by the Pledgor). (h) The Pledgor agrees Security Documents, each Holder, by accepting a Note, acknowledges that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral willnot be obligated: (i) operate to divest act upon directions purported to be delivered to it by any Person, except in accordance with the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, andSecurity Documents; (ii) be a perpetual bar, both at law and in equity, to foreclose upon or otherwise enforce any Note Lien; or (iii) to take any other action whatsoever with regard to any claims by or all of the Pledgor Note Liens, Security Documents or any person claiming under or through the PledgorCollateral.

Collateral Agent. s rights upon default (a) The Pledgor irrevocably constitutes Each of the Holders, by acceptance of the Notes, and the Issuer hereby designates and appoints the Collateral AgentAgent as its agent under this Indenture and the Collateral Documents and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture and 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 Indenture and the Collateral Documents, with full power and consents and agrees to the terms of substitutioneach Collateral Document, as the Pledgor’s true same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. In addition, for Mexican law purposes, each of the Holders hereby grants (or ratifies the granting, as applicable) to the Collateral Agent a comisión mercantil con representación in accordance with Articles 273, 274 and lawful attorney-in-factany other applicable Articles of the Commerce Code of Mexico (Código de Comercio) with such powers and authority as are delegated to the Collateral Agent by the terms of this Indenture and the Collateral Documents, together with such actions and powers as are reasonably incidental thereto, as well as to act on its behalf as its agent in connection with any Collateral Documents under Mexican law, and authorizes the Pledgor’s name Collateral Agent to enter into any and all Collateral Documents under Mexican law and to hold the Collateral granted to it under such documents acting on behalf of and for the benefit of itself and of the Holders. Notwithstanding the foregoing, nothing herein or in the Collateral Agent’s name or otherwiseDocuments shall require the Collateral Agent to be licensed to conduct business in Mexico, and at the Pledgor’s expenseduties, rights, privileges, immunities and indemnities of the Collateral Agent hereunder and under the Collateral Documents shall be governed exclusively by the laws of the State of New York (other than, solely with respect to take the Collateral, Articles 273, 274 and any other applicable Articles of the Commerce Code of Mexico (Código de Comercio). The Collateral Agent agrees to act as such on the express terms and conditions contained in this Indenture and this Section 12.07. The provisions of this Section 12.07 are solely for the benefit of the Collateral Agent, and none of the Trustee, any of the actions authorized by this Agreement or permitted under applicable law upon Holders, the occurrence and during the continuation of an Event of Default, without notice to or the consent Issuer nor any of the Pledgor. This power Guarantors shall have any rights as a third party beneficiary of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions any of the provisions contained in this Section 12.07 other than as expressly provided in Section 12.03. (b) Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral 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 Security Debt 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 the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, 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. Each Collateral Agent may perform any of its agents duties under this power Indenture or the Collateral Documents by or through receivers, agents, employees, attorneys-in-fact or 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, (each, 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 Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney. (b) The Pledgor agrees -in-fact or Related Person that 10 days notice shall constitute reasonable notice in connection it selects as long as such selection was made with any sale, transfer or other disposition of Pledged Collateraldue care. (c) The Neither the Collateral Agent may comply with nor any applicable state of its Related Persons shall (i) be liable for any action taken or federal law requirements omitted to be taken by any of them under or in connection with a disposition this Indenture or the transactions contemplated hereby (except for its own 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 either of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of any sale Guarantor, or any Officer or Related Person thereof, contained in this Indenture or 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 Indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of Pledged Collateralthis Indenture or the Collateral Documents, or for any failure of the Issuer or any Guarantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. Neither the Collateral Agent nor 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 existence of any Default or Event of Default, the observance or performance of any of the agreements contained in, or conditions of, this Indenture or the Collateral Documents or to inspect the properties, books, or records of the Issuer, any Guarantor or any Guarantors’ Affiliates. (d) The grant 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 Collateral Agent under this Agreement of Issuer or any rightGuarantor), power or remedy does not impose upon independent accountants and other experts and advisors selected by the Collateral Agent any duty to exercise that right, power or remedyAgent. The Collateral Agent will have no obligation 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. Except as required by the Collateral Documents, the Collateral Agent shall be fully justified in failing or refusing to take any steps action under this Indenture or the Collateral Documents unless it shall first receive such advice or concurrence of the Trustee as it determines and, if it so requests, it shall first receive security or be indemnified to preserve any claim or other right its satisfaction by the Holders against any person and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as required by the Collateral Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Collateral Documents in accordance with respect a request, direction, instruction or consent of the Trustee and such request and any action taken or failure to any Pledged Collateralact pursuant thereto shall be binding upon all of the Holders. (e) The Pledgor bears the risk of loss, damage, diminution in value, Collateral Agent shall not be deemed to have knowledge or destruction notice of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission occurrence of any courierDefault or Event of Default, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence unless a Responsible Officer of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will shall have met its duty received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of care under applicable law if it holds, maintains Default and disposes stating that such notice is a “notice of Pledged default”. Subject to the provisions of the Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable lawDocuments, the Collateral Agent will have no duties or obligations under this Agreement or otherwise shall take such action with respect to the Pledged Collateral. (j) The sale, transfer such Default or other disposition under this Agreement Event of any right, title, or interest of the Pledgor 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, title, or interest, and (ii) Default as may be a perpetual bar, both at law and in equity, to any claims requested by the Pledgor or any person claiming under or through the PledgorTrustee in accordance with Article VII (subject to this Section 12.07