Common use of The Collateral Agent Clause in Contracts

The Collateral Agent. Wilmington Trust, National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreement.

The Collateral Agent. Wilmington Trust(a) The Company and the Guarantors hereby appoint U.S. Bank Trust Company, National Association has been appointed to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent for shall have the Secured Parties hereunder pursuant privileges, powers and immunities as set forth in this Indenture and the Notes Security Documents. Notwithstanding any provision to Article XIV the contrary contained elsewhere in this Indenture or the Notes Security Documents, the duties of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder 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 Notes Security Documents to which the Collateral Agent is subject 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 or the Notes 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. (b) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent, in each case pursuant to the terms of the delegation Notes Security Documents and that the Collateral as now or hereafter constituted shall be held for the benefit of authority made all the Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Notes Security Documents in respect of the Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Secured Parties Notes Security Documents and actions that may be taken thereunder. The Collateral Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Company, the Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent pursuant to or otherwise deal with such Collateral in accordance with the IndentureCollateral Agent’s instructions. (c) The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and that neither the Collateral Agent has agreed nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder or under any Notes Security Documents to which it is a party, except for its own negligence or willful misconduct. (and any successor d) The Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to seek and shall be fully justified in failing or refusing to take any action under this Indenture, the Notes Security Documents, the First Lien Intercreditor Agreement and, if existing, any Junior Lien 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 its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the rightsNotes Security Documents, interests and benefits of the Collateral Agent hereundershall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Notes Security Documents or the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as If the Collateral Agent for shall request direction from the Secured Parties under Holders of a majority in aggregate principal amount of the Indenture and not in its individual or corporate capacity. In acting hereunderthen outstanding Notes with respect to any action, the Collateral Agent shall be entitled to all refrain from taking such action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the rightsthen outstanding Notes, privilegesand the Collateral Agent shall not incur liability to any Person by reason of so refraining. (e) Except as otherwise explicitly provided herein or in the Notes Security Documents or the First Lien Intercreditor Agreement and, immunitiesif existing, indemnities any Junior Lien Intercreditor Agreement, neither the Collateral Agent nor any of its respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for 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. (f) 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 VI, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and benefits granted with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Notes Security Documents and the First Lien Intercreditor Agreement and, if existing, any Junior Lien Intercreditor Agreement. (g) The Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or any income thereon. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which they accord similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of any of the Collateral, including, without limitation, 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. The Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for any items lost or damages in transmit. (h) With respect to Notes Security Documents to be executed after the Issue Date, upon the receipt by the Collateral Agent of a written request of the Company signed by an Officer (a “Security Document Order”), which shall confirm that the security documents being delivered to the First Lien Notes Collateral Agent for execution are final and acceptable to the Company, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Notes Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 1407(h), (ii) certify that all covenants and conditions precedent, if any, to the execution and delivery of such Notes Security Document have been complied with and (iii) instruct the Collateral Agent to execute and enter into such Notes Security Document. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Notes Security Documents. (i) With respect to any intercreditor agreement executed after the Issue Date related to the issuance of Additional Senior Class Debt (as defined in the First Lien Intercreditor Agreement) permitted under the terms of this Indenture that is secured by Liens on the Collateral that is junior to the Liens securing the Notes, upon receipt by the Collateral Agent of a Security Document Order, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, the Junior Lien Intercreditor Agreement. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document referred to in this Section 1407(i), (ii) certify that the Junior Lien Intercreditor complies with the terms of this Indenture and the Notes Security Documents and that all covenants and conditions precedent, if any, under this Indenture and the Notes Security Documents to such execution and delivery have been complied with and (iii) instruct the Collateral Agent to execute and enter into the Junior Lien Intercreditor Agreement. The Holders, by their acceptance of the Notes, authorize and direct the Collateral Agent to execute such agreements and the Collateral Agent shall be entitled to conclusively rely on such Security Document Order. (j) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under the Notes Security Documents or the First Lien Intercreditor Agreement and to the extent not prohibited under the Notes Security Documents or First Lien Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 606 and the other provisions of this Indenture. (k) In acting under this Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether First Lien Intercreditor Agreement or not expressly stated therein, in executing, delivering and performing its obligations under any Notes Security Document, the Collateral Agent shall have all the rights and protections provided hereunder and in the Notes Security Documents as well as the rights and protections afforded to the Trustee (including its rights to be entitled compensated, reimbursed and indemnified under Section 707). (l) The Collateral Agent shall not be charged with knowledge of (A) any events or other information, or (B) any default under this Indenture or any other agreement unless a Trust Officer of the Collateral Agent shall have actual knowledge thereof. (m) The Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. The Collateral Agent may be removed by the Company at any time, upon thirty (30) days written notice to the Collateral Agent. If the Collateral Agent resigns or is removed under this Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed and has accepted such appointment within thirty (30) days after the Collateral Agent gave notice of resignation or was removed, the retiring Collateral Agent may (at the expense of the Company), at its option, appoint a successor Collateral Agent or petition a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, privilegespowers and duties of the retiring Collateral Agent, immunitiesand the term “Collateral Agent” shall mean such successor collateral agent, indemnities and benefits granted the retiring or removed Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation or removal hereunder, the provisions of this Section 1407 (and Section 707) shall continue to inure to its benefit and the retiring or removed Collateral Agent shall not by reason of such resignation or removal be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under the Indenture and this AgreementIndenture.

The Collateral Agent. Wilmington Trust13.1 By their execution of Subscription Agreements in the form attached to the Memorandum as Annex A, National Association has been appointed the Holders have authorized the Collateral Agent to exercise for the Secured Parties hereunder pro rata benefit of the Holders all rights, powers and remedies provided to the Collateral Agent under or pursuant to Article XIV this Agreement, including all rights, powers and remedies upon an Event of Default, subject always to the terms, conditions, limitations and restrictions provided in this Agreement. In furtherance and not in limitation of the Indentureforegoing, by its execution of such Subscription Agreement, each Holder acknowledges and agrees that: (i) the Collateral Agent shall not be responsible for the execution, effectiveness, genuineness, validity, perfection, enforceability, collectability, value or sufficiency of the Collateral, or for any representations, warranties or statements made in any document executed in connection with this Security Agreement, other than representations expressly made herein by the Collateral Agent; (ii) the Collateral Agent shall not be required to ascertain or inquire as to the performance or observance by the Grantor or any other party of any of the terms or provisions of the Secured Obligations; (iii) the Collateral Agent shall not be liable for or by any reason of (1) the failure or defect in the registration, filing, or recording of any instruments or financing statements in connection with the transactions contemplated by this Agreement or (2) any failure to do any act necessary to constitute, perfect and/or maintain the priority of the security interests created by this Agreement, and (iv) the Collateral Agent shall not be deemed to have any knowledge of any Event of Default unless and until it shall have received written notice thereof from the Grantor or the Requisite Holders describing such Event of Default in reasonable detail. Except with respect to those matters as to which the Collateral Agent is expressly required to act under the terms of this Article XIII, the Collateral Agent may act or refrain from acting with the written consent of holders of a majority of the aggregate principal amount of outstanding Convertible Notes as of the date of such consent (the “Requisite Holders”), which Requisite Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Collateral Agent; provided, however, that such direction shall not be in conflict with any rule of law or expose the Collateral Agent to personal liability, such direction shall not be unduly prejudicial to the rights of any non-consenting Holder, and the Collateral Agent may take any action deemed proper by the Collateral Agent, in its discretion, which is not inconsistent with such direction or the terms of this Agreement. It is expressly understood agreed that the duties of the Collateral Agent are only such as are herein specifically provided, and agreed by the parties Collateral Agent shall have no other duties, implied or otherwise. 13.2 Anything herein to the contrary notwithstanding, none of the provisions of this Agreement shall be construed to require the Collateral Agent to expend or risk its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it shall be satisfied that one or more of the Grantor, the Holders, and/or the placement agent for the Convertible Notes are at the time obligated and in a financial position to pay the Collateral Agent’s reasonably anticipated fees for its services and its out-of-pocket expenses (including fees of its counsel) in the performance of such duties or the exercise of any authority conferred upon of such rights or powers and to indemnify it against any such risk or liability. In no event shall the Collateral Agent be liable (i) for any consequential, punitive or special damages or (ii) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians. The Collateral Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Collateral Agent (including any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). 13.3 The Collateral Agent shall not be required or bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Collateral Agent may execute any of the powers under the Security Agreement or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible or liable for the acts or omissions, including any willful misconduct or gross negligence, on the part of any agent, attorney, custodian or nominee so appointed. 13.4 The Grantor shall indemnify and hold the Collateral Agent and its managers, members, directors, employees, officers, agents, representatives, successors and assigns harmless from and against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and reasonable counsel fees and expenses that may be imposed on the Collateral Agent or incurred by it in connection with its acceptance of its appointment as the Collateral Agent hereunder is or the performance of its duties hereunder, except as a result of the Collateral Agent’s gross negligence or willful misconduct. Such indemnity includes all losses, damages, liabilities and expenses (including reasonable counsel fees and expenses) incurred in connection with any litigation (whether at the trial or appellate levels) arising from this Agreement or the Subscription Agreements or involving the subject matter hereof or thereof or the transactions contemplated hereby or thereby. The indemnification provisions contained in this Section 13.4 are in addition to any other rights any of the indemnified parties may have by law or otherwise and shall survive the termination of this Agreement or the resignation or removal of the Collateral Agent. 13.5 (Intentionally omitted.) 13.6 The Collateral Agent shall transmit by mail to the terms Holders, or their successors or permitted assigns, as the names and addresses appear in a register of the delegation of authority made Holders maintained by the Secured Parties Grantor, notice of an Event of Default. The Grantor shall provide the Collateral Agent with a complete and accurate list of such names and addresses, as amended from time to time. The Collateral Agent shall not be deemed to have notice of any Event of Default unless the Collateral Agent shall have received written notice thereof from the Grantor or the Requisite Holders, describing such Event of Default in reasonable detail. 13.7 The Collateral Agent may at any time resign by giving written notice thereof to the Grantor at least 20 business days prior to the date of such proposed resignation. Upon receiving such notice of resignation, the Grantor shall promptly appoint a successor collateral agent by written instrument executed by authority of its board of directors, a copy of which shall be delivered to the resigning Collateral Agent and a copy to the successor collateral agent. If an instrument of acceptance by a successor collateral agent shall not have been delivered to the Collateral Agent pursuant within 20 business days after giving such notice of resignation, the resigning Collateral Agent may, but shall not be required to, petition any court of competent jurisdiction for the appointment of a successor collateral agent, but the Collateral Agent’s election not to petition the Indenturecourt, and that or any delay by the court in appointing a successor collateral agent, shall not affect the Collateral Agent’s resignation. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor collateral agent. The Collateral Agent may be removed at any time by written action by the Requisite Holders delivered to the Collateral Agent has agreed and to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIVGrantor. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, If the Collateral Agent shall be entitled to all of the rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Documentso removed, the Collateral Agent Grantor shall be entitled to promptly appoint a successor collateral agent in accordance with the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and procedures in this AgreementArticle XIII.

The Collateral Agent. Wilmington TrustEach Lender, National Association has been appointed the Administrative Agent and the Issuing Bank hereby irrevocably (i) designate Bank of America as Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to under this Agreement that any authority conferred upon and the other Loan Documents, (ii) authorize the Collateral Agent hereunder to enter into the Collateral Documents and the other Loan Documents to which it is subject a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the delegation of authority made by Collateral Documents or the Secured Parties other Loan Documents shall be paid over to the Collateral Administrative Agent pursuant to the Indenturefor application as provided in Section 2.21, Section 2.22, Section 2.25. and that the Collateral Agent has agreed to act (and any successor Section 7.03, as applicable. The Collateral Agent shall act) have no duties or responsibilities except as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X this Agreement and XIV the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. National City Business Credit, Inc. has been granted the title of Syndication Agent and Co-Lead Arranger and LaSalle Bank National Association has been granted the Indenture, as if title Documentation Agent in such rights, privileges, immunities, indemnities and benefits were expressly set forth hereincapacities neither shall have any rights nor any responsibilities. Whether or not expressly stated thereinEach may resign such position at any time by written notice to the Administrative Agent and, in executingany event, delivering and performing shall cease to have such title at such time as its obligations under any Security Document, the Collateral Agent shall ceases to be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreementa Lender.

The Collateral Agent. Wilmington Trust(a) Each Lender, National Association has been appointed the Administrative Agent and the Issuing Bank hereby irrevocably (i) designate Bank of America as Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to under this Agreement that any authority conferred upon and the other Loan Documents, (ii) authorize the Collateral Agent hereunder to enter into the Collateral Documents and the other Loan Documents to which it is subject a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the delegation Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of authority made by America, N.A. (acting through its Canada branch) as the Secured Parties Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably authorizes the Canadian Agent pursuant (i) to enter into the IndentureSecurity Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and that the Collateral Agent has agreed to act (ii) agree and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, the Collateral Agent shall be entitled consent to all of the rightsprovisions of the Security Documents. All Collateral from the Canadian Borrower shall be held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, privilegessale, immunities, indemnities lease or other disposition of any of the Collateral from the Canadian Borrower and benefits granted any other proceeds received pursuant to the Collateral terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent under the Indenture, including without limitation those shall have no duties or responsibilities except as set forth in Articles X this Agreement and XIV the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the Indentureforegoing, as if for the purposes of creating a solidarité active in accordance with article 1541 of the Civil Code of Québec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such rightsSecured Party acknowledge and agree with the Canadian Agent that such Secured Party and the Canadian Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, privilegespresent and future, immunitiesowed by the Canadian Borrower to each such Secured Party and the Canadian Agent (collectively, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Documentfor the purposes of this paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Civil Code of Québec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to subparagraph (b) above, the rights of the Canadian Agent and each of its Secured Parties who are owed Canadian Liabilities from time to time a party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent’s Liens and the Collateral Agent shall in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be entitled to the rights, privileges, immunities, indemnities bound by any such acquittance); and benefits granted to it (v) exercise all rights and recourses under the Indenture Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Borrower will be secured by the Canadian Agent’s Liens and this Agreementthe Collateral and the Canadian Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. Wilmington Trust(a) Each Lender, National Association has been appointed the Administrative Agent and the Issuing Bank hereby irrevocably (i) designate Bank of America as Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to under this Agreement that any authority conferred upon and the other Loan Documents, (ii) authorize the Collateral Agent hereunder to enter into the Security Documents and the other Loan Documents to which it is subject a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, (iii) agree and consent to all of the provisions of the Security Documents and (iv) acknowledge and agree that, notwithstanding any provisions of the Loan Documents to the contrary, the Collateral Agent will not obtain a perfected security interest in the Borrowers’ Intellectual Property applied for or registered in jurisdictions outside of the United States or Canada as of the Effective Date. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the delegation Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.18, 2.22, or 7.4, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Without limiting the generality of authority made by the foregoing Section 8.2(a),for the purposes of creating a solidarité active in accordance with article 1541 of the Civil Code of Québec between each Secured Parties to Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Collateral Agent, on the other hand, each Canadian Credit Party and each such Secured Party acknowledge and agree with the Collateral Agent pursuant to the Indenture, that such Secured Party and that the Collateral Agent has agreed are hereby conferred the legal status of solidary creditors of the Canadian Credit Parties in respect of all Canadian Liabilities, present and future, owed by any Canadian Credit Party to act (each such Secured Party and any successor the Collateral Agent shall act(collectively, for the purposes of this paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) as such hereunder only on to article 1542 of the express conditions contained in such Articles X and Article XIV. Any successor Civil Code of Québec, the Canadian Credit Parties are irrevocably bound towards the Collateral Agent appointed pursuant to Articles X and XIV each such Secured Party in respect of the Indenture shall be entitled to all the rights, interests and benefits entire solidary claim of the Collateral Agent hereunderand such Secured Party. It is expressly understood As a result of the foregoing, the Canadian Credit Parties confirm and agreed agree that Wilmington Trustsubject to Section 8.2(a), National Association is entering this Agreement solely in its capacity as above, the rights of the Collateral Agent for and each of the Secured Parties under who are owed Canadian Liabilities from time to time a party to this Agreement or any of the Indenture and not in its individual other Loan Documents by way of assignment or corporate capacity. In acting hereunderotherwise are solidary and, as regards the Canadian Liabilities owing from time to time to each such Secured Party, each of the Collateral Agent shall be entitled and such Secured Party is entitled, when permitted pursuant to Section 8.2, to: (i) demand payment of all outstanding amounts from time to time in respect of the rights, privileges, immunities, indemnities Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Credit Parties; (iii) benefit from the Collateral Agent’s Liens in the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and benefits granted (v) exercise all rights and recourses under the Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Credit Parties will be secured by the Collateral Agent’s Liens in the Collateral and the Collateral Agent under and the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated Secured Parties who are owed Canadian Liabilities will have a solidary interest therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreement.

The Collateral Agent. Wilmington Trust(a) Each Lender, National Association has been appointed the Administrative Agent and the Issuing Bank hereby irrevocably (i) designate Bank of America as Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to under this Agreement that any authority conferred upon and the other Loan Documents, (ii) authorize the Collateral Agent hereunder to enter into the Security Documents and the other Loan Documents to which it is subject a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, (iii) agree and consent to all of the provisions of the Security Documents and (iv) acknowledge and agree that, notwithstanding any provisions of the Loan Documents to the contrary, the Collateral Agent will not obtain a perfected security interest in the Borrowers’ Intellectual Property applied for or registered in jurisdictions outside of the United States or Canada as of the Effective Date. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the delegation Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Sections 2.18, 2.22, or 7.4, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Without limiting the generality of authority made by the foregoing Section 8.2(a), for the purposes of creating a solidarité active in accordance with article 1541 of the Civil Code of Québec between each Secured Parties to Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Collateral Agent, on the other hand, each Canadian Credit Party and each such Secured Party acknowledge and agree with the Collateral Agent pursuant to the Indenture, that such Secured Party and that the Collateral Agent has agreed are hereby conferred the legal status of solidary creditors of the Canadian Credit Parties in respect of all Canadian Liabilities, present and future, owed by any Canadian Credit Party to act (each such Secured Party and any successor the Collateral Agent shall act(collectively, for the purposes of this paragraph, the “solidary claim”). Accordingly, but subject (for the avoidance of doubt) as such hereunder only on to article 1542 of the express conditions contained in such Articles X and Article XIV. Any successor Civil Code of Québec, the Canadian Credit Parties are irrevocably bound towards the Collateral Agent appointed pursuant to Articles X and XIV each such Secured Party in respect of the Indenture shall be entitled to all the rights, interests and benefits entire solidary claim of the Collateral Agent hereunderand such Secured Party. It is expressly understood As a result of the foregoing, the Canadian Credit Parties confirm and agreed agree that Wilmington Trustsubject to Section 8.2(a), National Association is entering this Agreement solely in its capacity as above, the rights of the Collateral Agent for and each of the Secured Parties under who are owed Canadian Liabilities from time to time a party to this Agreement or any of the Indenture and not in its individual other Loan Documents by way of assignment or corporate capacity. In acting hereunderotherwise are solidary and, as regards the Canadian Liabilities owing from time to time to each such Secured Party, each of the Collateral Agent shall be entitled and such Secured Party is entitled, when permitted pursuant to Section 8.2, to: (i) demand payment of all outstanding amounts from time to time in respect of the rights, privileges, immunities, indemnities Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Credit Parties; (iii) benefit from the Collateral Agent’s Liens in the Collateral in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be bound by any such acquittance); and benefits granted (v) exercise all rights and recourses under the Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Credit Parties will be secured by the Collateral Agent’s Liens in the Collateral and the Collateral Agent under and the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated Secured Parties who are owed Canadian Liabilities will have a solidary interest therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreement.

The Collateral Agent. Wilmington Trust, National Association The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Holders. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Notes and the Note Purchase Agreement. In exercising or refraining from exercising any rights or taking or refraining from taking any discretionary action hereunder, including the exercise of remedies pursuant to Section 10, the Collateral Agent shall act in accordance with instructions provided in writing by Holders holding more than 50% of the outstanding aggregate principal amount of the Notes (“Requisite Holders”), and shall not be obligated to exercise any such rights or take any such action absent such instructions. In furtherance of the foregoing provisions of this Section, each Holder, 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 each Holder that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the Secured Parties hereunder pursuant to Article XIV benefit of the IndentureHolders in accordance with the terms of this Section. It is expressly understood The Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Pledgor and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject signed by Requisite Holders, and may resign at any time by an instrument in writing delivered to Pledgor and each Holder by the Collateral Agent. No such removal or resignation shall become effective until a successor Collateral Agent has been appointed pursuant to this paragraph and has accepted such appointment. Upon any such removal or resignation, Requisite Holders shall have the right, upon five (5) Business Days’ notice to the Collateral Agent, following receipt of the Pledgor’s consent (which shall not be unreasonably withheld or delayed and which shall not be required while an Event of Default exists), to appoint a successor Collateral Agent. If an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the resigning Collateral Agent within thirty (30) days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent under the terms of the delegation of authority made Notes by the Secured Parties to the a successor Collateral Agent pursuant to the IndentureAgent, and that the Collateral Agent has agreed to act (and any such successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X thereupon succeed to and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to become vested with all the rights, powers, privileges and duties of the removed or resigning Collateral Agent under this Agreement, and the removed or resigning Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums held in the Account and all 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 removed or resigning Collateral Agent shall be discharged from its duties and benefits obligations under this Agreement. On or prior to such acceptance, Pledgor shall use its best efforts to secure execution by the Account Debtor of an AT&T Notice and Consent substantially in the form of Exhibit B hereto in favor of such successor Collateral Agent. After any removed or resigning Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington TrustBy their acceptance of the benefits hereof, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, each Holder hereby authorizes the Collateral Agent shall be entitled to all release any security interest created under this Agreement upon any item of the rights, privileges, immunities, indemnities and benefits granted Collateral pursuant to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this AgreementSection 3 hereof.

The Collateral Agent. Wilmington Trust, (a) The Administrative Agent and the Lenders hereby appoint Deutsche Bank National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon Trust Company as the Collateral Agent hereunder is subject and authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the terms of the delegation of authority made by the Secured Parties other Credit Documents as are expressly delegated to the Collateral Agent pursuant under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the Indentureforegoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent has agreed to act (and any successor may have under such Credit Documents. The Collateral Agent shall act) act solely as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV agent of the Indenture Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be entitled to all the rights, interests and benefits a third party beneficiary of the Collateral Agent hereunder. It is expressly understood Agent’s rights and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties duties under the Indenture and not in its individual or corporate capacity. In acting hereunderCredit Documents. (b) Without limiting the generality of the foregoing, the Collateral Agent shall be entitled have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Documents, including, without limitation, apply the Available Amount and the Variation Margin Amount in accordance with Article VI of the rightsSecurity Agreement, privileges(ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by the Borrower, immunitiesany Subordinated Lender or the Warehouse Collateral Manager, indemnities (iii) act as collateral agent for the Lenders and benefits granted the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by the Borrower or the Securities Intermediary on behalf of the Borrower, (iv) manage, supervise and otherwise deal with the Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Credit Document, exercise all remedies given to the Collateral Agent, the Administrative Agent or the Lenders with respect to the Collateral under the IndentureCredit Documents relating thereto, including without limitation those applicable law or otherwise, as directed by the Administrative Agent. (c) The Collateral Agent may be removed or resign, and a successor Xxxxxxxxxx Agent may be appointed, as set forth in Articles X and XIV Section 5.7 of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Agreement. (d) The Collateral Agent shall be entitled to enjoy the same rights, privilegesprotections, immunities, immunities and indemnities and benefits granted to it under the Indenture and this Collateral Documents, including the Security Agreement, when acting hereunder.

The Collateral Agent. Wilmington TrustBy accepting a Note, National Association has been each Holder is deemed to have irrevocably appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the terms of the delegation of authority made by the Secured Parties to Security Documents and irrevocably authorized the Collateral Agent pursuant to (i) perform the Indentureduties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and that (ii) execute each document expressed to be executed by the Collateral Agent has agreed to act (and any successor on its behalf. The Collateral Agent shall act) as such hereunder only on will have no duties or obligations except those expressly set forth in the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant Security Documents to Articles X and XIV which it is party; provided that no provision of the this Indenture shall be entitled construed to all the rights, interests and benefits of relieve the Collateral Agent hereunderfrom liability for its own negligent action, its own negligent failure to act or its own willful misconduct. It is expressly understood Notwithstanding the generality of the foregoing: (a) The duties and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, obligations of the Collateral Agent shall be entitled determined solely by the express provisions of this Indenture and the Collateral Agent shall not be liable to any party hereto or to any Security Document to which it is a party by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Agent shall not be responsible in any manner for the validity, enforceability or sufficiency of this Indenture, the Security Documents or any Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Agent. The Collateral Agent shall not be bound to examine or inquire into or be liable for any defect or failure in the right or title of the Grantors to all or any of the rights, privileges, immunities, indemnities and benefits granted assets whether such defect or failure was known to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X or might have been discovered upon examination or inquiry and XIV whether capable of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether remedy or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreementnot.

The Collateral Agent. Wilmington TrustThe Bank of New York Mellon Trust Company, National Association N.A. has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent collateral agent shall act) as such hereunder only on the express conditions contained in such Articles X the Indenture and Article XIVthe other Note Documents. Any successor Collateral Agent collateral agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood The Collateral Agent’s sole duty, other than the obligations under the Intercreditor Agreement, with respect to the custody, safekeeping and agreed that Wilmington Trust, National Association is entering this Agreement solely physical preservation of the Collateral in its capacity possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account, subject to the Secured Parties under terms of the Indenture and not in its individual or corporate capacityIntercreditor Agreement. In acting hereunderBeyond such duty, the Collateral Agent shall have no duty as to any Collateral in its possession or control or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be entitled to all 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 security interest in the Collateral. In addition, the rights, privileges, immunitiesprotections, indemnities immunities and benefits granted given to the Trustee and the Collateral Agent under the Indenture, including including, without limitation those limitation, the right to be indemnified, are incorporated herein as if set forth herein in Articles X full and XIV of the Indentureshall be extended to, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Documentshall be enforceable by, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities hereunder and benefits granted to it under the Indenture other Collateral Documents, and this Agreement.by each agent, custodian and other Person employed to act hereunder or thereunder. Without limiting the foregoing, in no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or under any other Collateral Document arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances

The Collateral Agent. Wilmington Trust, (a) The Administrative Agent and the Lenders hereby appoint U.S. Bank National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon as the Collateral Agent hereunder is subject and authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the terms of the delegation of authority made by the Secured Parties other Credit Documents as are expressly delegated to the Collateral Agent pursuant under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the Indentureforegoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent has agreed to act (and any successor may have under such Credit Documents. The Collateral Agent shall actact solely as the agent of the Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be a third party beneficiary of the Collateral Agent’s rights and duties under the Credit Documents. (b) as such hereunder only on Without limiting the express conditions contained in such Articles X and Article XIV. Any successor generality of the foregoing, the Collateral Agent appointed pursuant shall have the sole and exclusive right and authority to Articles X (i) act as the disbursing and XIV collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Documents, including, without limitation, apply the Available Amount in accordance with Article VI of the Indenture shall Security Agreement, (ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by the Borrower, any Equity Investor or any Related Company, (iii) act as collateral agent for the Lenders and the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Reserve Account and any other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by the Borrower or the Securities Intermediary on behalf of the Borrower, (iv) during the continuance of an Event of Default, manage, supervise and otherwise deal with the Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be entitled created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Credit Document, exercise all remedies given to all the Collateral Agent, the Administrative Agent or the Lenders with respect to the Collateral under the Credit Documents relating thereto, applicable law or otherwise, as directed by the Administrative Agent. All of the rights, interests protections, immunities and benefits of indemnities offered to the Collateral Agent under the Security Agreement shall also apply to the Collateral Agent hereunder. (c) The Collateral Agent may be removed or resign, and a successor Collateral Agent may be appointed, as set forth in Section 5.7 of the Security Agreement. (d) In acting under the Collateral Documents, the Collateral Agent shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and no implied duties shall be read into this Agreement against or on the part of the Collateral Agent. It The Collateral Agent may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent, instrument or other document (in each case, absent manifest error) believed by it to be genuine and to have been signed or presented by the proper party or parties. Other than as expressly set forth herein or in the other Credit Documents, the Collateral Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency, and it is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely its duties are purely ministerial in its capacity as nature. The Collateral Agent shall not be liable for any failure to perform or delay in performing (unless such failure or delay results from or is caused by a failure or delay on the Secured Parties under part of the Indenture and not in Collateral Agent) its individual specified duties hereunder which results from or corporate capacity. In acting hereunderis caused by a failure or delay on the part of the Borrower, the Administrative Agent or the Warehouse Collateral Manager in furnishing necessary, timely and accurate information to the Collateral Agent. (e) The Collateral Agent shall be entitled to all of the same rights, privilegesprotections, immunities, immunities and indemnities and benefits granted afforded to the Collateral Agent under the IndentureSecurity Agreement. (f) The Collateral Agent agrees to hold any amounts held by it hereunder as custodial agent for the Lender to the extent required herein for the benefit of the Borrower or the Secured Parties until such time as such amounts are distributed in accordance with the terms of this Agreement. The Collateral Agent shall be under no liability for interest on any amounts received or held by it hereunder except, including without limitation those if such funds are invested pursuant to the terms hereof in investments which are deposits in or certificates of deposit of the Collateral Agent in its commercial capacity, to the extent of income or other gain actually earned on such investments in accordance with their terms. The preceding sentence shall not be construed to limit or contradict the obligation of the Collateral Agent to properly credit to the appropriate account any income or other gain actually received by the Collateral Agent on Eligible Investments. (g) The Collateral Agent shall calculate amounts to be remitted pursuant to the Security Agreement to the applicable parties and notify the Warehouse Collateral Manager and the Administrative Agent in the event of any discrepancy between the Collateral Agent’s calculations and the Manager Report. (h) The Collateral Agent shall provide to the Warehouse Collateral Manager a copy of all written notices and communications identified as being sent to it in connection with the Warehouse Assets and the other Collateral held hereunder which it receives from the related Obligor, participating bank and/or agent bank. In no instance shall the Collateral Agent be under any duty or obligation to take any action on behalf of the Warehouse Collateral Manager in respect of the exercise of any voting or consent rights, or similar actions, unless it receives specific written instructions from the Warehouse Collateral Manager, prior to the occurrence of an Event of Default, or the Administrative Agent, after the occurrence of Event of Default, in which event the Collateral Agent shall vote, consent or take such other action in accordance with such instructions. (i) As promptly as possible after the Warehouse Closing Date, and in any event no later than thirty (30) days after the Closing Date, the Collateral Agent shall create a database (the “Collateral Database”) with respect to the Warehouse Assets held by the Borrower on the Warehouse Closing Date, which Collateral Database shall include all information reasonably requested by the Administrative Agent with respect to the Warehouse Assets and the Collateral, on an individual Warehouse Asset basis and on a portfolio basis, and shall be based upon information provided by the Warehouse Collateral Manager and other third parties. The Collateral Agent shall permit access to the information in the Collateral Database by the Warehouse Collateral Manager, the Borrower and the Administrative Agent no later than thirty (30) days after the Warehouse Closing Date. The Collateral Agent shall prepare, for review and approval by the Warehouse Collateral Manager and the Administrative Agent: (i) on each Reporting Date, as of the last calendar day of the previous calendar month, a report containing the information described in Section A of the report attached hereto as Exhibit F; (ii) on each Business Day, a daily report containing the information described in Section B of the report attached hereto as Exhibit F; and (iii) by no later than each Interest Payment Date, as of the preceding Business Day, a report containing the information specified in Section C of the report attached hereto as Exhibit F, in each case based on information contained in the Collateral Database or as provided by the Borrower, the Administrative Agent, the Warehouse Collateral Manager or other third-party sources, as applicable. Upon receipt of such report, each of the Borrower, the Administrative Agent, and the Warehouse Collateral Manager shall indicate their respective approvals of such report or identify any discrepancy. In the event of any discrepancy between the information set forth in Articles X such report provided by the Collateral Agent to the Borrower, the Administrative Agent and XIV the Warehouse Collateral Manager and any information contained in the books, records or reports of Borrower, the Administrative Agent and the Warehouse Collateral Manager, such party shall promptly notify the Collateral Agent thereof and the parties shall cooperate to resolve the discrepancy. For the avoidance of doubt, (1) any determination of the Indenturecalculation of interest payable under Section 2.08(a) shall be made by the Administrative Agent, as if such rightsand (2) any determination of the Borrowing Base calculation, privilegesthe Value Adjustment Event summary, immunitiesthe priority of payments for each Interest Payment Date shall be made by the Warehouse Collateral Manager. The Collateral Agent shall provide a daily report (which may be consolidated with the daily report described above and in Section 1.05(c)) to the Warehouse Collateral Manager, indemnities the Borrower and benefits were expressly set forth herein. Whether or not expressly stated thereinthe Administrative Agent, in executingan electronic format and in scope mutually acceptable to the Collateral Agent, delivering the Warehouse Collateral Manager, the Borrower and performing its obligations under the Administrative Agent, that summarizes the material information contained in the Collateral Database, including, without limitation, the test results of the Concentration Limits (and details thereof), the outstanding principal balance of the Collateral and balances of the Custodial Account and Reserve Account. The Collateral Agent shall update the Collateral Database promptly for Warehouse Assets acquired or sold or otherwise disposed of and for any Security Documentamendments or changes to Warehouse Asset amounts or interest rates, in each case based upon information and data received from the Borrower, the Warehouse Collateral Manager, or the related bank agent, obligor, or financial information reporting or other third-party sources. (j) The Collateral Agent shall establish the Custodial Account and Reserve Accoun in the name of the Borrower subject to the lien and control of the Collateral Agent for the benefit of the Secured Parties. (k) The Collateral Agent shall track the receipt and daily allocation of cash to the Custodial Account and Reserve Account and any withdrawals therefrom and, on each Business Day, provide to the Warehouse Collateral Manager daily reports reflecting such actions to the Custodial Account and Reserve Account as of the close of business on the preceding Business Day. (l) The Collateral Agent shall provide the Warehouse Collateral Manager with such other information as may be reasonably requested in writing by the Warehouse Collateral Manager and as is within the possession of the Collateral Agent. (m) Nothing herein shall obligate the Collateral Agent to (i) determine independently the correct characterization or categorization of any item of Collateral, or to evaluate or verify the Warehouse Collateral Manager’s characterization of any item of Collateral or (ii) determine the Borrowing Base or whether a Borrowing Base Deficiency or Value Adjustment Event has occurred, any such determination being based exclusively upon notification the Collateral Agent receives from the Warehouse Collateral Manager and nothing herein shall obligate the Collateral Agent to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Warehouse Asset in order to verify, confirm, audit or otherwise determine any characteristic thereof. For purposes of monitoring changes in ratings, the Collateral Agent shall be entitled to use and rely (in good faith) exclusively upon one or more reputable electronic financial information reporting services, and shall have no liability for any inaccuracies in the rightsinformation reported by, privilegesor other errors or omissions of, immunities, indemnities and benefits granted to it under the Indenture and this Agreementany such services.

The Collateral Agent. Wilmington Trust(a) Each Lender, National Association has been appointed the Administrative Agent and the Issuing Bank hereby irrevocably (i) designate FRG as Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to under this Agreement that any authority conferred upon and the other Loan Documents, (ii) authorize the Collateral Agent hereunder to enter into the Collateral Documents and the other Loan Documents to which it is subject a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and (iii) agree and consent to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the delegation Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent. (b) Each Lender, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities hereby irrevocably designate Bank of authority made by America, N.A. [acting through its Canada branch] as the Secured Parties Canadian Agent under this Agreement and the other Loan Documents with respect to the Collateral hypothecated and granted as security by the Canadian Borrower. The Lenders, the Issuing Bank and each Secured Party that is owed any Canadian Liabilities each hereby irrevocably authorizes the Canadian Agent pursuant (i) to enter into the IndentureSecurity Documents to which it is a party and to perform its duties and obligations thereunder, together with all powers reasonably incidental thereto, and that the Collateral Agent has agreed to act (ii) agree and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, the Collateral Agent shall be entitled consent to all of the rightsprovisions of the Security Documents. All Collateral from the Canadian Borrower shall be held or administered by the Canadian Agent (or its duly-appointed agent) for its benefit and for the ratable benefit of the other Secured Parties who are owed any Canadian Liabilities. Any proceeds received by the Canadian Agent from the foreclosure, privilegessale, immunities, indemnities lease or other disposition of any of the Collateral from the Canadian Borrower and benefits granted any other proceeds received pursuant to the Collateral terms of the Security Documents or the other Loan Documents from the Canadian Borrower shall be applied as provided in Section 2.20, Section 2.24 or Section 7.04, as applicable. The Canadian Agent under the Indenture, including without limitation those shall have no duties or responsibilities except as set forth in Articles X this Agreement and XIV the remaining Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Canadian Agent. (c) Without limiting the generality of the Indentureforegoing, as if for the purposes of creating a solidarite active in accordance with article 1541 of the Civil Code of Quebec between each Secured Party that is owed any Canadian Liabilities, taken individually, on the one hand, and the Canadian Agent, on the other hand, each of the Canadian Borrower and each such rightsSecured Party acknowledge and agree with the Canadian Agent that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of the Canadian Borrower in respect of all Obligations and Canadian Liabilities, privilegespresent and future, immunitiesowed by the Canadian Borrower to each such Secured Party and the Canadian Agent (collectively, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Documentfor the purposes of this paragraph, the "solidary claim"). Accordingly, but subject (for the avoidance of doubt) to article 1542 of the Civil Code of Quebec, the Canadian Borrower is irrevocably bound towards the Canadian Agent and each such Secured Party in respect of the entire solidary claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the Canadian Borrower confirms and agrees that subject to subparagraph (b) above, the rights of the Canadian Agent and each of its Secured Parties who are owed Canadian Liabilities from time to time a party to this Agreement by way of assignment or otherwise are solidary and as regards the Obligations and the Canadian Liabilities owing from time to time to each such Secured Party, each of the Canadian Agent and such Secured Party is entitled, when permitted pursuant to Section 7.02 to: (i) demand payment of all outstanding amounts from time to time in respect of the Canadian Liabilities; (ii) exact the whole performance of such Canadian Liabilities from the Canadian Borrower; (iii) benefit from the Canadian Agent's Liens and the Collateral Agent shall in respect of such Canadian Liabilities; (iv) give a full acquittance of such Canadian Liabilities (each Secured Party that is owed Canadian Liabilities hereby agreeing to be entitled to the rights, privileges, immunities, indemnities bound by any such acquittance); and benefits granted to it (v) exercise all rights and recourses under the Indenture Loan Documents with respect to those Canadian Liabilities. The Canadian Liabilities of the Canadian Borrower will be secured by the Canadian Agent's Liens and this Agreementthe Collateral and the Canadian Agent and the Secured Parties who are owed Canadian Liabilities will have a solidary interest therein.

The Collateral Agent. Wilmington TrustThe Bank of New York Mellon Trust Company, National Association N.A. has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent collateral agent shall act) as such hereunder only on the express conditions contained in such Articles X the Indenture and Article XIVthe other Note Documents. Any successor Collateral Agent collateral agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood The Collateral Agent’s sole duty, other than the obligations under the Intercreditor Agreements, with respect to the custody, safekeeping and agreed that Wilmington Trust, National Association is entering this Agreement solely physical preservation of the Collateral in its capacity possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account, subject to the Secured Parties under terms of the Indenture and not in its individual or corporate capacityIntercreditor Agreements. In acting hereunderBeyond such duty, the Collateral Agent shall have no duty as to any Collateral in its possession or control or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be entitled to all 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 security interest in the Collateral. In addition, the rights, privileges, immunitiesprotections, indemnities immunities and benefits granted given to the Trustee and the Collateral Agent under the Indenture, including including, without limitation those limitation, the right to be indemnified, are incorporated herein as if set forth herein in Articles X full and XIV of the Indentureshall be extended to, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Documentshall be enforceable by, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities hereunder and benefits granted to it under the Indenture other Collateral Documents, and this Agreement.by each agent, custodian and other Person employed to act hereunder or thereunder. Without limiting the foregoing, in no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or under any other Collateral Document arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances

The Collateral Agent. Wilmington TrustThe Bank of New York Mellon Trust Company, National Association N.A. has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent collateral agent shall act) as such hereunder only on the express conditions contained in such Articles X the Indenture and Article XIVthe other Note Documents. Any successor Collateral Agent collateral agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood The Collateral Agent’s sole duty, other than the obligations under the Intercreditor Agreements, with respect to the custody, safekeeping and agreed that Wilmington Trust, National Association is entering this Agreement solely physical preservation of the Collateral in its capacity possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account, subject to the Secured Parties under terms of the Indenture and not in its individual or corporate capacityIntercreditor Agreements. In acting hereunderBeyond such duty, the Collateral Agent shall be entitled have no duty as to all any Collateral in its possession or control or any income thereon or as to preservation of the rights, privileges, immunities, indemnities rights against prior parties or any other rights pertaining thereto and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Collateral Agent shall not be entitled to 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 rights, privileges, immunities, indemnities and benefits granted to it under the Indenture and this Agreement.perfection of any security interest in the

The Collateral Agent. Wilmington Trust(a) By accepting a Note, National Association has been each Holder will be deemed to have irrevocably appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to act as its agent under the terms of Notes Security Documents and the delegation of authority made by the Secured Parties Intercreditor Agreement and to have irrevocably authorized the Collateral Agent pursuant to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Notes Security Documents, the Intercreditor Agreement or other documents to which it is a party, together with any other incidental rights, powers and discretions; and (ii) execute each document expressed to be executed by the Collateral Agent on its behalf. Each of the Holders hereby exempts the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), in each case to the extent legally possible for such Holder. (b) The Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the Bank Collateral Agent (and any successor Bank Collateral Agent). (c) The Collateral Agent shall have all the rights and protection provided in the Notes Security Documents as well as the rights and protections afforded to the Trustee in Sections 7.2 and 7.6 hereof; provided, however, that the Issuers shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Collateral Agent through the Collateral Agent’s own willful misconduct, gross neglience or bad fath. (d) Subject to Section 7.1 hereof, none of the Trustee, the Collateral Agent or any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Notes Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters. (e) Subject to the Notes Security Documents, except as directed by the Trustee as required or permitted by this Indenture, and the Holders acknowledge that the Collateral Agent has agreed will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (and ii) to foreclose upon or otherwise enforce any successor Collateral Agent shall actLien securing the Notes; or (iii) as such hereunder only on to take any other action whatsoever with regard to any or all Liens securing the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of Notes, the Indenture shall be entitled to all Notes Security Documents or the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity Collateral. (f) In acting as Collateral Agent for the Secured Parties under the Indenture and not in its individual Agent, co-collateral agent or corporate capacity. In acting hereundersub-collateral agent, the Collateral Agent shall be entitled to Agent, each co-collateral agent and each sub-collateral agent may rely upon and enforce each and all of the rights, privilegespowers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (g) The Collateral Agent is hereby appointed and authorized to act as the person holding the power of attorney of creditors (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec; in such capacity, the “Attorney”) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued and secured pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under any such deed of hypothec and applicable laws (with the power to delegate any such rights or duties) subject to the terms hereof. Moreover, without prejudice to such appointment and authorization to act as Attorney, the Collateral Agent is hereby appointed and authorized to act as agent and custodian (in such capacity, the “Collateral Custodian”) for and on behalf of itself and the Holders to hold, and to be the sole registered holder of, any bond, debenture or other title of indebtedness which may be issued under or secured by any deed of hypothec, the Indenture, including without limitation those set forth in Articles X and XIV whole notwithstanding Section 32 of the IndentureAct respecting the special powers of legal persons (Quebec) or any other applicable law. For greater certainty, the Collateral Agent, in acting as if such Attorney and Collateral Custodian, shall have the same rights, privilegespowers, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, exclusions for liability as are prescribed in executing, delivering and performing its obligations under any Security Document, favour of the Collateral Agent in this Indenture, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor Collateral Agent also shall act as Attorney and Collateral Custodian. Any Person who becomes a Holder shall be entitled deemed to have consented to and confirmed: (i) the rightsAttorney as the person holding the power of attorney as aforesaid and to have ratified, privilegesas of the date it becomes a Holder, immunitiesall actions taken by the Attorney in such capacity, indemnities and benefits granted (ii) the Collateral Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it under becomes a Holder, all actions taken by the Indenture and this AgreementCollateral Custodian in such capacity.

The Collateral Agent. Wilmington Trust, National Association has been appointed Collateral Agent for Each of the Secured Parties hereunder pursuant to Article XIV --------------------- hereby irrevocably appoints the U.S. Collateral Agent, and each of the Indenture. It is expressly understood Canadian Lenders and agreed the Issuing Banks with respect to Canadian Letters of Credit hereby irrevocably appoints the Canadian Collateral Agent, as its agent and authorizes such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Collateral Agent by the parties to this Agreement that any authority conferred upon the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each Person serving as Collateral Agent hereunder is shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a Collateral Agent, and each such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not a Collateral Agent hereunder. The Collateral Agents shall not have any duties or obligations except those expressly set forth herein and in the other Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the terms of Collateral Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Security Document that the delegation of authority made applicable Collateral Agent is required to exercise in writing by the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b), and (c) except as expressly set forth herein or in any other Security Document, the Collateral Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by such Collateral Agent or any of its Affiliates in any capacity. None of the Collateral Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) or in the absence of its own gross negligence or wilful misconduct. The Collateral Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agent pursuant Agents by the Company or a Lender, and the Collateral Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or SunTrust Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, any SunTrust Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Indenture, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and Article XIVAgents. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual or corporate capacity. In acting hereunder, the Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may be counsel for any Grantor), independent accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agents may perform any and all their duties and exercise their rights and powers by or through any one or more sub-agents appointed by the applicable Collateral Agent. Each Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Collateral Agents and any such sub-agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, any Collateral Agent may resign at any time by notifying the Secured Parties, the other Collateral Agent, the Administrative Agent or Canadian Agent, as applicable, the Issuing Banks and the Company. Upon any such resignation, the Secured Parties holding Obligations in an amount sufficient to consent to an amendment in accordance with Section 7.09(b) of the Security Agreement (or in the case of the Canadian Collateral Agent, Secured Parties holding at least 51% of the total Obligations of the Canadian Grantors) shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, in consultation with the Company, which shall be a bank with an office in New York, New York, or Toronto, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, privilegespowers, immunities, indemnities privileges and benefits granted to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV duties of the Indentureretiring Collateral Agent, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the retiring Collateral Agent shall be entitled discharged from its duties and obligations hereunder. The fees payable by the Grantors to a successor Collateral Agent shall be the rightssame as those payable to its predecessor unless otherwise agreed between the Company and such successor. After a Collateral Agent's resignation hereunder, privilegesthe provisions of this Section 7.17 and Section 10.03 of the Credit Agreement shall continue in effect for the benefit of such retiring Collateral Agent, immunitiesits sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Collateral Agent. Each Secured Party also acknowledges that it will, indemnities independently and benefits granted without reliance upon any of the Collateral Agents or any other Secured Parties and based on such documents and information as it shall from time to it time deem appropriate, continue to make its own decisions in taking or not taking action under the Indenture and or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

The Collateral Agent. Wilmington Trust(a) The Secured Parties hereby appoint TSX Trust Company as the initial Collateral Agent, National Association has been appointed and, except as may be specifically provided to the contrary in this Agreement, the Directing Agent irrevocably authorizes and directs TSX Trust Company, as the agent of such Secured Party, to execute or accept the Security Agreements, to take such action on its behalf under or in connection with the Security Agreements and, in accordance with the instructions received by it from the Directing Agent, to exercise such powers under the Security Agreements as are granted or delegated to the Collateral Agent by the terms of such Security Agreements and such other powers as are reasonably incidental thereto which it may be necessary for the Collateral Agent to exercise in order that the provisions of the Security Agreements are carried out, and the Collateral Agent agrees to act in such capacity or as otherwise instructed by the Directing Agent and to apply the proceeds of any enforcement proceeding in accordance with Section 0, provided that the Secured Parties hereunder pursuant to Article XIV acknowledge and agree that (i) such application of the Indenture. It is expressly understood proceeds shall apply in all circumstances, and agreed by the parties to this Agreement that any authority conferred upon (ii) the Collateral Agent hereunder may commence enforcement proceedings upon the direction of the Directing Agent (b) The Directing Agent shall solely instruct the Collateral Agent and shall have the sole authority to, without limitation, declare or waive a Default of Event of Default, accelerate any of the Obligations, direct the Collateral Agent to commence or refrain from commencing any enforcement proceedings whatsoever pursuant to any of the Security Agreements or appoint any Backup Servicer, provided that, so long as the Facility Agent is subject the Directing Agent: (i) both the Facility Agent and the Class B Agent must approve the waiver of any Early Amortization Event; (ii) from and after the date which is ninety (90) following the occurrence of an Event of Default, without prejudice to the terms Facility Agent’s or any Class A Revolving Lender’s rights under this Agreement or any other Credit Document, the Class B Agent may: (x) upon notice to the Facility Agent and the Class A Revolving Lenders, instruct the Collateral Agent to commence enforcement proceedings in connection with the Security Agreements, and the Collateral Agent shall comply with such instruction, unless (A) the Facility Agent has commenced enforcement proceedings or has already instructed the Collateral Agent to do so, or (B) the Facility Agent has provided notice to the Collateral Agent and the Class B Agent that it is in the process of information gathering, consulting legal and or other professionals (including servicers), or is otherwise preparing to commence or is contemplating the commencement of enforcement proceedings, or (C) if such enforcement by the Collateral Agent upon the direction of the delegation Class B Agent would otherwise interfere with the Facility Agent’s and the Class A Revolving Lenders’ enforcement rights under this Agreement, any Security Agreement or any other Credit Document; and (y) solicit offers from third parties to purchase the Collateral, provided that (A) any such solicitation shall at no time compete with or interfere with the Facility Agent’s or any Class A Revolving Lender’s rights under this Agreement or any other Credit Document, (B) if the Class B Agent wishes to engage a third party to perform such solicitation of authority made offers, then the Class B Agent will require the prior written consent of the Facility Agent and the Facility Agent shall have the option to run such solicitation of offers process in lieu of any such third party, (C) if any solicitation of offers process is being undertaken by the Secured Parties Facility Agent, the Class B Agent shall not take any actions whatsoever with respect to soliciting offers for the purchase of the Collateral, (D) any such solicitation for offers shall include a reserve bid or purchase price in an amount not less than the Total Utilization of Class A Revolving Maximum Amount at such time (together with the fees, expenses and other payments due and owing to the Facility Agent and the Class A Revolving Lenders at such time), unless otherwise agreed to by the Class A Revolving Lenders, and (c) All Collateral held, from time to time, by the Collateral Agent pursuant to the Indenture, Security Agreements shall be subject to the terms and conditions of this Agreement. Each Secured Party acknowledges and agrees that the Collateral Agent has agreed the right, on its behalf, to act (hold the Collateral and any successor of the Security Agreements or any other security granted by any Person with respect to the Obligations owed to such Secured Party. (d) The Collateral Agent shall act) as such hereunder only on not have any duties or responsibilities except those expressly set forth in this Agreement and the express conditions contained in such Articles X and Article XIVSecurity Agreements. Any successor The Collateral Agent appointed pursuant shall not be liable for any action taken or omitted by it, or any action suffered by it to Articles X and XIV of the Indenture shall be entitled to all the rightstaken or omitted, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in excepting only its capacity as Collateral Agent for the Secured Parties under the Indenture and not in its individual own gross negligence or corporate capacitywillful misconduct. In acting hereunderthe absence of written instructions from the Directing Agent, the Collateral Agent shall be entitled not foreclose upon any Lien with respect to all any of the rights, privileges, immunities, indemnities and benefits granted Collateral or take any other action with respect to the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the part thereof. (e) The Collateral Agent shall not be entitled responsible in any manner whatsoever for the correctness of any recitals, statements, information, representations or warranties contained herein or in any other Credit Documents except for those made by it herein or therein. (f) The Collateral Agent makes no representation or warranty as to, and is not responsible in any way for: (i) the description, value, location, existence, or condition of any Collateral; (ii) the financial condition of the Borrower or the Servicer or the title of the Borrower or the Servicer to any of the Collateral; (iii) the sufficiency of the security afforded by this Agreement or the Security Agreements or whether registration in respect thereof has been properly effected or maintained; (iv) the validity, genuineness, correctness, perfection, or priority of any Lien with respect to the rightsCollateral; (v) other than in respect of itself as to the Collateral Agent’s representations that it has the requisite power and capacity to execute, privileges, immunities, indemnities deliver and benefits granted to it under the Indenture and perform this Agreement., the validity, proper execution, enforceability, legality, or sufficiency of this Agreement, any Security Agreement or any other Credit Document or any instrument deposited with the Collateral Agent;

The Collateral Agent. Wilmington Trust, National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV to, in the case of the Holders, Section 13.08 of the Indenture, and, in the case of the holders of the Other Second Priority Obligations, if any, the corresponding provision of such Other Second Priority Document, if any, and the applicable Accession Agreement. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Indenture, such Other Second Priority Document, if any, or the Accession Agreement, as applicable, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X the Indenture and Article XIVany Accession Agreement. Any successor Collateral Agent appointed pursuant to Articles X and XIV in accordance with the terms of the Indenture Documents or the Other Second Priority Documents, as applicable, shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties under the Indenture Documents and the Other Second Priority Documents, if any, and not in its individual or corporate capacity. In acting hereunder, the Collateral Agent shall be entitled to all of the rights, privileges, immunities, indemnities and benefits granted to the Collateral Agent under the IndentureIndenture Documents, including including, without limitation limitation, those set forth in Articles X and XIV Article 13 of the Indenture, and the corresponding provisions of the Other Second Priority Documents, if any, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Indenture Document or Other Second Priority Document, if any, the Collateral Agent shall be entitled to the rights, privileges, immunities, indemnities and benefits granted to it under this Agreement, the Indenture Documents and this Agreementthe Other Second Priority Documents, if any.

The Collateral Agent. Wilmington TrustEach of the Secured Parties, National Association has been appointed by its acceptance of the benefits hereof, hereby irrevocably appoints the Collateral Agent for as its agent and authorizes the Secured Parties hereunder pursuant Collateral Agent to Article XIV take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the IndentureSecurity Documents, together with such actions and powers as are reasonably incidental thereto. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon The bank serving as the Collateral Agent hereunder is subject to shall have the terms of same rights and powers in its capacity as a Lender as any other Lender and may exercise the delegation of authority made by the Secured Parties to same as though it were not the Collateral Agent pursuant to the IndentureAgent, and that such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Collateral Agent has agreed to act (and Company or any successor Collateral Agent shall act) Subsidiary or other Affiliate thereof as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture shall be entitled to all the rights, interests and benefits of if it were not the Collateral Agent hereunder. It The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Security Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly understood contemplated by the Security Documents that the Collateral Agent is required to exercise in writing by the Required Lenders or the Requisite Secured Parties, as applicable, pursuant to Article II hereof, and agreed (c) except as expressly set forth in the Security Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that Wilmington Trust, National Association is entering this Agreement solely in its capacity communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or the Requisite Secured Parties Parties, as applicable, pursuant to Article II hereof, or in the absence of its own gross negligence or wilful misconduct. The Collateral Agent shall be deemed not to have knowledge of any Default, Event of Default or Triggering Event, as applicable, unless and until written notice thereof is given to the Collateral Agent by any Borrower, the Administrative Agent or the Senior Note Trustee, as applicable, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document or the Senior Note Indenture, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the Senior Note Indenture, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document, the Senior Note Indenture or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document or the Senior Note Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent under the Indenture and not in its individual or corporate capacityLoan Documents. In acting hereunder, the The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the rights, privileges, immunities, indemnities preceding paragraphs shall apply to any such sub-agent and benefits granted to the Related Parties of the Collateral Agent under and any such sub-agent, and shall apply to their respective activities in connection with the Indenture, including without limitation those set forth in Articles X and XIV syndication of the Indenture, credit facilities provided for in the Credit Agreement as if such rights, privileges, immunities, indemnities well as activities as Collateral Agent. Subject to the appointment and benefits were expressly set forth herein. Whether or not expressly stated therein, acceptance of a successor Collateral Agent as provided in executing, delivering and performing its obligations under any Security Documentthis paragraph, the Collateral Agent may resign at any time by notifying the Lenders, the Issuing Banks, the Senior Note Trustee and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, the Lenders and the Issuing Banks, appoint a successor Collateral Agent which shall be entitled a bank with an office in New York, New York, or an Affiliate of any such bank (unless otherwise agreed by the Company and the Required Lenders). Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, privilegespowers, immunitiesprivileges and duties of the retiring Collateral Agent, indemnities and benefits granted the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Collateral Agent's resignation hereunder, the provisions of this Article and Section 4.03 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it under the Indenture and this Agreementwas acting as Collateral Agent.

The Collateral Agent. Wilmington Trust, National Association has been Scopia Holdings LLC is hereby appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the IndentureNoteholders hereunder. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties Noteholders to the Collateral Agent pursuant to the IndentureAgent, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Articles X and this Article XIV9. Any successor Collateral Agent appointed pursuant to Articles X and XIV of the Indenture this Article 9 shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. It is expressly understood Any Person serving as Collateral Agent hereunder shall have the same rights and agreed that Wilmington Trust, National Association is entering this Agreement solely powers in its capacity as a Noteholder as any other Noteholder and may exercise the same as though it were not the Collateral Agent, and the term “Noteholder” or “Noteholders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Noteholder, include each Person serving as Collateral Agent for the Secured Parties under the Indenture and not hereunder in its individual or corporate capacity. In acting Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Noteholder or other Party to the Note Documents or any subsidiary of any Noteholder or other Party to the Note Documents or other Affiliate thereof as if it were not the Collateral Agent hereunder. The Noteholders acknowledge that, pursuant to such activities, the Collateral Agent or its Affiliates may receive information regarding any Noteholder or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Noteholder or such Affiliate) and acknowledge that the Collateral Agent shall not be under any obligation to provide such information to them. The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Note Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the other Note Documents 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; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Note Documents and which the Collateral Agent is required to exercise in writing as directed by the Noteholders; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Note Document or applicable laws, and (c) except as expressly set forth in the Note Documents, the Collateral Agent shall not have any duty to disclose, and shall not be entitled liable for the failure to all disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable to the Noteholders for any action taken or not taken by it with the consent or at the request of the rights, privileges, immunities, indemnities and benefits granted to Noteholders or in the Collateral Agent under the Indenture, including without limitation those set forth in Articles X and XIV absence of the Indentureits own gross negligence or willful misconduct, as if such rightsdetermined by the final judgment of a court of competent jurisdiction, privileges, immunities, indemnities and benefits were in connection with its duties expressly set forth herein. Whether The Collateral Agent shall not be deemed to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by the Company or any Noteholder, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Note Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Note Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Note Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article III of the Note Purchase Agreement or elsewhere in any Note Document, other than to confirm receipt of items expressly stated thereinrequired to be delivered to the Collateral Agent or (vii) any property, in executingbook or record of any Noteholder or any Affiliate thereof. By accepting the benefits of this Security Agreement and each other Note Document, delivering each Noteholder expressly acknowledges and performing its obligations under agrees that this Security Agreement may be enforced only by the action of the Collateral Agent, and that such Noteholder shall not have any right individually to seek to enforce or to enforce this Security DocumentAgreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Noteholders upon the terms of this Security Agreement and the other Note Documents. The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be entitled liable or responsible to any Noteholder for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the rightsCollateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, privileges, immunities, indemnities the Noteholders acknowledging and benefits granted agreeing that it would not be feasible or practical for the Collateral Agent to it under the Indenture and this Agreementsearch for information on such changes if such information is not provided by any Grantor.

The Collateral Agent. Wilmington Trust, (a) The Administrative Agent and the Lenders hereby appoint U.S. Bank National Association has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article XIV of the Indenture. It is expressly understood and agreed by the parties to this Agreement that any authority conferred upon as the Collateral Agent hereunder is subject and authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the terms of the delegation of authority made by the Secured Parties other Credit Documents as are expressly delegated to the Collateral Agent pursuant under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the Indentureforegoing, the Administrative Agent and the Lenders hereby direct and authorize the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent has agreed to act (and any successor may have under such Credit Documents. The Collateral Agent shall act) act solely as such hereunder only on the express conditions contained in such Articles X and Article XIV. Any successor Collateral Agent appointed pursuant to Articles X and XIV agent of the Indenture Lenders and the Administrative Agent and neither the Borrower nor any other Person shall be entitled to all the rights, interests and benefits a third party beneficiary of the Collateral Agent hereunder. It is expressly understood Agent’s rights and agreed that Wilmington Trust, National Association is entering this Agreement solely in its capacity as Collateral Agent for the Secured Parties duties under the Indenture and not in its individual or corporate capacity. In acting hereunderCredit Documents. (b) Without limiting the generality of the foregoing, the Collateral Agent shall be entitled have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Administrative Agent with respect to all payments and collections arising in connection herewith and with the Collateral Documents, including, without limitation, apply the Available Amount and the Variation Margin Amount in accordance with Article VI of the rightsSecurity Agreement, privileges(ii) execute and deliver each Collateral Document to which it is a party and accept delivery of each such agreement delivered by any Borrower Party, immunitiesthe Equityholder or any Related Company, indemnities (iii) act as collateral agent for the Lenders and benefits granted the Administrative Agent for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Lenders hereby appoint, authorize and direct the Administrative Agent and each of its Affiliates to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Collateral, including the Custodial Account, the Variation Margin Account, the Reserve Account and any other deposit or securities accounts maintained by the Securities Intermediary and cash and Eligible Investments held by a Borrower Party or the Securities Intermediary on behalf of a Borrower Party, (iv) manage, supervise and otherwise deal with the Collateral, as directed by the Administrative Agent, (v) take such action, as directed by the Administrative Agent, as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Credit Document, exercise all remedies given to the Collateral Agent, the Administrative Agent or the Lenders with respect to the Collateral under the IndentureCredit Documents relating thereto, including without limitation those applicable law or otherwise, as directed by the Administrative Agent. (c) The Collateral Agent may be removed or resign, and a successor Collateral Agent may be appointed, as set forth in Articles X and XIV Section 5.7 of the Indenture, as if such rights, privileges, immunities, indemnities and benefits were expressly set forth herein. Whether or not expressly stated therein, in executing, delivering and performing its obligations under any Security Document, the Agreement. (d) The Collateral Agent shall be entitled to enjoy the same rights, privilegesprotections, immunities, immunities and indemnities and benefits granted to it under the Indenture and this Collateral Documents, including the Security Agreement, when acting hereunder. (e) Nothing herein shall obligate the Collateral Agent to determine (i) if a Warehouse Asset meets the criteria specified herein, (ii) if the conditions for the purchase of a Warehouse Asset or the requirements specified in the definition of “Deliver” have been complied with, (iii) the type, classification or Market Value of any Warehouse Asset or (iv) the classification or Domicile of an obligor, any such determination, in each case, being based exclusively upon notification the Collateral Agent receives from the Warehouse Collateral Manager.