Common use of Appointment of Collateral Agent Clause in Contracts

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.

Appointment of Collateral Agent. Investor (a) Each Person comprising “Lessor” hereunder hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints HCP (the “Collateral Agent. Investor hereby irrevocably ”) as the collateral agent hereunder and under all other documents related hereto and authorizes the Collateral Agent in such capacity, to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such actions on its behalf and to exercise such other powers and take such other actions as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent in such capacity by the terms hereof or thereof, together with such actions and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights powers as a third party beneficiary of any of the provisions hereofare reasonably incidental thereto. In performing its functions and duties under this Agreementhereunder, the Collateral Agent shall act solely for itself and as agent of the Investors for each Person comprising “Lessor” hereunder and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliatesLessee. The Collateral Agent shall administer the Collateral and any lien thereon provisions of this Section 16.9.2 are solely for the benefit of the Investors in the manner provided herein. Collateral Agent and each Person comprising “Lessor” hereunder, and Lessee shall no rights as a third party beneficiary(ies) of any of such provisions. (b) The Collateral Agent shall may perform any and all of its duties and exercise such its rights and remedies with respect powers hereunder by or through any one or more sub-agents appointed by the Collateral Agent. (c) The Collateral Agent may at any time give notice of its resignation to the Collateral as are granted to the Investor Persons comprising “Lessor” hereunder and applicable law and as Lessee. Upon receipt of any such notice of resignation, the Persons comprising “Lessor” hereunder shall be directed have the right to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Investors. All directions Persons comprising “Lessor” hereunder and shall have accepted such appointment within ten (10) days after the retiring Collateral Agent gives notice of its resignation, then the Investor retiring Collateral Agent may, on behalf of each Person comprising “Lessor” hereunder, appoint a successor Collateral Agent; provided that if the Collateral Agent shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement notify Lessee and the Note (includingeach Person comprising “Lessor” hereunder that no such successor is willing to accept such appointment, without limitation, upon the conversation of the Note then such resignation shall nonetheless become effective in accordance with such notice and (i) the terms herein)retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any Collateral held by the Collateral Agent on behalf of each Person comprising “Lessor” hereunder, the Collateral Agent shall promptly release any may continue to hold such Collateral until such time as a successor Collateral Agent is appointed and such Collateral is assigned to such successor Collateral Agent) and (ii) all Collateral. The payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counselor to each Person comprising “Lessor” hereunder directly, independent accountants and other experts selected by until such time as the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties Persons comprising “Lessor” hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of appoint a successor Collateral Agent. (d) Upon the acceptance of a successor’s or replacement’s appointment as Collateral Agent, such successor or replacement shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 16.9.2 shall continue in effect for the benefit of such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting in such capacity.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any Collateral may at the time be located and for purposes of enforcement, either Collateral Agent shall have the power and may execute and deliver all instruments to appoint one (1) or more Persons to act as its agent of the Lenders of all or any other instruments and agreements referred to hereinpart of the relevant Collateral, and to exercise vest in such other powers Person or Persons, in such capacity and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit or on behalf of the Lenders, such title to the Collateral, or any part thereof, and such powers, duties, obligations, rights and trusts as such Collateral Agent and Investormay consider necessary or desirable, provided that the appointment of such agent shall be subject to the approval of the Majority Lenders, which approval shall not be unreasonably withheld, and neither provided further, that any such agent shall agree to be liable to the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of Lenders to the provisions hereof. In performing its functions and duties under extent such Collateral Agent is so liable pursuant to this Agreement. (b) All rights and powers, the conferred or imposed upon either Collateral Agent may be conferred or imposed upon and may be exercised or performed by an agent. (c) Any notice, request or other writing given to either Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship been given to each of agency or trust with the Company, or for any agents of its subsidiaries or affiliates. The such Collateral Agent as effectively as if given to each such agent. Every instrument appointing any agents shall administer the Collateral and any lien thereon for the benefit refer to this Agreement. (d) Any agent of the Investors in the manner provided herein. The either Collateral Agent shall exercise may at any time appoint such rights Collateral Agent as its agent or attorney in fact with full power and remedies with respect authority, to the Collateral as are granted extent not prohibited by law, to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions do any lawful act under or in respect of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement on its behalf and the Note in its name. (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The e) Neither Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon responsible for any note, writing, resolution, notice, statement, certificate, telex, teletype willful misconduct or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form negligence on the part of communication signed, sent or made any agent appointed by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The such Collateral Agent may resign from the performance of all its respective functions with due care and duties hereunder and under related documents at any time by giving 15 day's prior written notice in good faith pursuant to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentthis Section.

Appointment of Collateral Agent. Investor Purchaser hereby irrevocably designates Seahawk Capital Partners, Inc. as (a) appoints the Collateral Agent. Investor hereby irrevocably , as the collateral agent hereunder, and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor action on such Purchaser’s behalf in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust accordance with the Company, or for any of its subsidiaries or affiliatesterms hereof. The Collateral Agent shall administer not have, by reason hereof, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and any lien thereon for Purchaser agrees to defend, protect, indemnify and hold harmless the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to all of its officers, directors, employees and agents (collectively, the “Collateral as are granted to the Investor hereunder Agent Indemnitees”) from and applicable law against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the conversation instructions of the Note in accordance with the terms herein)Purchaser,; provided, however, that the Collateral Agent shall promptly release not be required to take any and all Collateralaction which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or applicable law. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order orders or other document, documents or any telephone message, or other electronic form of communication message believed by it in good faith to be genuine and correct and to have been signed, sent or made by Investor the proper Person (as defined in the Purchase Agreement), and with respect to all matters pertaining to this Agreement and its duties hereunder or thereunder, upon advice and statements of legal counsel, independent accountants and other experts counsel selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentit.

Appointment of Collateral Agent. Investor (a) Each Person comprising “Lessor” hereunder hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints HCP (the “Collateral Agent. Investor hereby irrevocably ”) as the collateral agent hereunder and under all other documents related hereto and authorizes the Collateral Agent in such capacity, to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such actions on its behalf and to exercise such other powers and take such other actions as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent in such capacity by the terms hereof or thereof, together with such actions and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights powers as a third party beneficiary of any of the provisions hereofare reasonably incidental thereto. In performing its functions and duties under this Agreementhereunder, the Collateral Agent shall act solely for itself and as agent of the Investors for each Person comprising “Lessor” hereunder and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliatesLessee. The Collateral Agent shall administer the Collateral and any lien thereon provisions of this Section 16.8.2 are solely for the benefit of the Investors in the manner provided herein. Collateral Agent and each Person comprising “Lessor” hereunder, and Lessee shall have no rights as a third party beneficiary(ies) of any of such provisions. (b) The Collateral Agent shall may perform any and all of its duties and exercise such its rights and remedies with respect powers hereunder by or through any one or more sub‑agents appointed by the Collateral Agent. (c) The Collateral Agent may at any time give notice of its resignation to the Collateral as are granted to the Investor Persons comprising “Lessor” hereunder and applicable law Lessee. Upon receipt of any such notice of resignation, the Persons comprising “Lessor” hereunder shall have the right to appoint a Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and as Exchange Commission. successor Collateral Agent. If no such successor shall be directed have been so appointed by the Investors. All directions Persons comprising “Lessor” hereunder and shall have accepted such appointment within ten (10) days after the retiring Collateral Agent gives notice of its resignation, then the Investor retiring Collateral Agent may, on behalf of each Person comprising “Lessor” hereunder, appoint a successor Collateral Agent; provided that if the Collateral Agent shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement notify Lessee and the Note (includingeach Person comprising “Lessor” hereunder that no such successor is willing to accept such appointment, without limitation, upon the conversation of the Note then such resignation shall nonetheless become effective in accordance with such notice and (i) the terms herein)retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any Collateral held by the Collateral Agent on behalf of each Person comprising “Lessor” hereunder, the Collateral Agent shall promptly release any may continue to hold such Collateral until such time as a successor Collateral Agent is appointed and such Collateral is assigned to such successor Collateral Agent) and (ii) all Collateral. The payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counselor to each Person comprising “Lessor” hereunder directly, independent accountants and other experts selected by until such time as the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties Persons comprising “Lessor” hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of appoint a successor Collateral Agent. (d) Upon the acceptance of a successor’s or replacement’s appointment as Collateral Agent, such successor or replacement shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 16.8.2 shall continue in effect for the benefit of such retiring Collateral Agent and its sub‑agents in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting in such capacity.

Appointment of Collateral Agent. Investor Each Purchaser hereby irrevocably designates Seahawk Capital Partners, Inc. as (a) appoints the Collateral Agent. Investor hereby irrevocably , as the collateral agent hereunder, and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor action on such Purchaser’s behalf in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust accordance with the Company, or for any of its subsidiaries or affiliatesterms hereof. The Collateral Agent shall administer not have, by reason hereof, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and any lien thereon for each Purchaser agrees to defend, protect, indemnify and hold harmless the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to all of its officers, directors, employees and agents (collectively, the “Collateral as are granted to the Investor hereunder Agent Indemnitees”) from and applicable law against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the conversation instructions of the Note holders of a majority in accordance with aggregate principal amount of the terms hereinDebentures (the “Required Holders”), and such instructions shall be binding upon all holders of Debentures; provided, however, that the Collateral Agent shall promptly release not be required to take any and all Collateralaction which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or applicable law. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order orders or other document, documents or any telephone message, or other electronic form of communication message believed by it in good faith to be genuine and correct and to have been signed, sent or made by Investor the proper Person (as defined in the Purchase Agreement), and with respect to all matters pertaining to this Agreement and its duties hereunder or thereunder, upon advice and statements of legal counsel, independent accountants and other experts counsel selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agentit.

Appointment of Collateral Agent. Investor (a) The Lender and the Options Office hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoint and authorize the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such action on their behalf and to exercise such other powers and take such other actions under this Agreement as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The Secured Parties (other than the Collateral Agent) shall indemnify the Collateral Agent (to the extent not reimbursed by the Pledgor) against any cost, expense (including counsel fees and Investordisbursements), and neither claim, demand, action, loss or liability (except such as result from the Company nor Collateral Agent’s gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with any of its subsidiaries action taken or affiliates shall have omitted by the Collateral Agent hereunder. (c) So long as any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementOption Loans are outstanding, the Collateral Agent shall act solely as agent follow the instructions of the Investors and Lender with respect to the Collateral. The Collateral Agent does not assume may consult with legal counsel, independent public accountants and other experts selected by it and shall not be deemed liable for any action taken or omitted to have assumed any obligation or relationship of agency or trust be taken by it in good faith in accordance with the Companyadvice of such counsel, accountants or for experts. (d) Neither the Collateral Agent nor any of its subsidiaries directors, officers, agents, or affiliatesemployees shall be liable for any action taken or not taken by it in connection with this Agreement with the consent or at the request of the Secured Parties (other than the Collateral Agent) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall administer not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. (e) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of the Secured Parties, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and any lien thereon for the benefit all of the Investors powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (f) Beyond the exercise of reasonable care in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)custody thereof, the Collateral Agent shall promptly release have no duty as to any and all CollateralCollateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be entitled deemed to relyhave exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be fully protected in relying, upon liable or responsible for any note, writing, resolution, notice, statement, certificate, telex, teletype loss or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messagedamage to any of the Collateral, or other electronic form for any diminution in the value thereof, by reason of communication signedthe act or omission of any agent, sent bailee, clearing corporation or made securities intermediary selected by Investor and upon advice and statements of legal counselthe Collateral Agent in good faith (or selected by an agent, independent accountants and other experts bailee, clearing corporation or securities intermediary so selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent).

Appointment of Collateral Agent. Investor (a) Each of the Holders hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints the Collateral Agent as the collateral agent acting on behalf of the Holders with respect to the Collateral. The Collateral Agent. Investor Agent ▇▇▇▇▇▇ accepts such appointment on the terms and conditions set forth herein and acknowledges that is shall act as agent in accordance with the terms of this Agreement for and on behalf of each Holder. (b) Each Holder hereby irrevocably authorizes and directs the Collateral Agent to (i) execute this Agreement, (ii) exercise all such rights and powers under this Agreement as are specifically granted or delegated to the Collateral Agent by the terms hereof, or as it may be reasonably directed in writing by any Holder, and (iii) perform the obligations of the rights of Collateral Agent expressly set forth hereunder. (c) Any action taken by the Investor under Collateral Agent in accordance with the provisions of this Agreement, and the exercise by the Collateral Agent of any other instruments rights or remedies set forth herein and agreements referred therein shall be authorized and binding upon the Holders. Notwithstanding any provision to hereinthe contrary contained elsewhere in this Agreement, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit duties of the Collateral Agent shall be ministerial and Investoradministrative in nature, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent does not assume and shall not have or be deemed to have assumed any obligation trust or other fiduciary relationship with any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement 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 trust with the Company, or for reflect only an administrative relationship between independent contracting parties. (d) The Collateral Agent may perform any of its subsidiaries duties under Agreement by or affiliatesthrough receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates, (a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Collateral Agent shall administer the Collateral and any lien thereon not be responsible for the benefit negligence or misconduct of the Investors any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions good faith. (e) None of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent or any of its Related Persons shall promptly release (i) be liable for any and all action taken or omitted to be taken by any of them under or in connection with this Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Holders for any recital, statement, representation, warranty, covenant or agreement made by a Grantor contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of the Debentures or this Agreement Documents, or for any failure of any Grantor or any other party to this Agreement to perform its obligations hereunder or for the value or sufficiency of any Collateral. None of the Collateral Agent or any of its Related Persons shall be under any obligation to the Holders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or to inspect the properties, books, or records of any Grantor. (f) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statementconsent, certificate, telexaffidavit, teletype or telecopier messageletter, electronic mailtelegram, cablegramfacsimile, radiogram, order or other documentcertification, telephone message, statement, or other electronic form of communication communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent sent, or made by Investor the proper Person or Persons, and upon advice and statements of legal counselcounsel (including, without limitation, counsel to the Issuer), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such advice or concurrence of the Holders of a majority in aggregate principal amount of the Debentures, as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability, loss and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request, direction, instruction or consent of the Holders of a majority in aggregate principal amount of the Debentures and such request and any action taken or failure to act pursuant thereto shall be binding upon the Holders. (g) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default, unless an officer of the Collateral Agent shall have received written notice from any Holder or the Issuer referring to this Agreement, describing such Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Event of Default as may be requested by the Holders of a majority in aggregate principal amount of the Debentures in accordance with this Agreement. (h) The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors Holders and the Company. Such Issuer, such resignation shall take effect to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Agreement, the Holders of a majority in aggregate principal amount of the Debentures, with the prior written consent of the Issuer (such consent not to be (i) unreasonable withheld or delayed or (ii) required if an Event of Default has occurred and is continuing), shall appoint a successor Collateral Agent. If no successor Collateral Agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Holders, with the prior written consent of the Issuer (such consent not to be (1) unreasonable withheld or delayed or (2) required if an Event of Default has occurred and is continuing), a successor Collateral Agent. If no successor ▇▇▇▇▇▇▇▇▇▇ Agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation), the Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Agreement shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners5.1 Lender appoints Collateral Agent, Inc. as including any of its wholly-owned subsidiaries or affiliates, to act on behalf of and for the benefit of Lender with respect to Collateral pledged by ETS pursuant to the Collateral Agent Protocols (“Collateral Agent Protocols”), a copy of which is attached to this Agreement. Collateral Agent ▇▇▇▇▇▇ accepts such appointment on behalf and for the benefit of ▇▇▇▇▇▇. ETS agrees to pay Collateral Agent a fee for its services on behalf of Lender in the amounts agreed to by ETS and Collateral Agent. The Parties agree to the Collateral Agent Protocols, which are hereby incorporated into this Agreement by reference. 5.2 Lender appoints and instructs Collateral Agent to appoint the Banks as depositary banks for the Collateral pursuant to the terms of Collateral Account Control Agreements, dated as of April 22, 2021 between and among ETS, each Bank, and Collateral Agent (the “Control Agreements”) as may be amended, supplemented or modified from time to time. By agreeing to this Agreement, ▇▇▇▇▇▇ instructs Collateral Agent to agree on behalf of itself and Lender to the terms and provisions set forth in the Control Agreements. 5.3 Pursuant to the Collateral Agent Protocols, Collateral Agent shall not be charged with knowledge of any Default unless Collateral Agent has actual knowledge of such Default; provided, that Collateral Agent shall be deemed to have actual knowledge of an Act of Insolvency with respect to ETS pursuant to Section 13.1(e) of this Agreement upon the public filing of any case, proceeding, petition or decree against ETS under Chapter 7 or Chapter 11 of the Bankruptcy Code, under the Securities Investor hereby irrevocably authorizes Protection Act of 1970 or under the Orderly Liquidation Authority under Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act as more fully described in the Collateral Agent Protocols. 5.4 ETS reserves the right to require Collateral Agent to change one or more Banks upon receipt of written notice provided to Collateral Agent by ETS not less than ninety (90) days’ in advance. ▇▇▇▇▇▇ instructs the Collateral Agent to exercise all of approve the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred successor to herein, such Bank and to exercise such other powers enter into one or more control agreements among ETS, Collateral Agent and take such other actions the successor to the Bank to establish Collateral Agent’s “control” (as are appropriate defined by the UCC) over the applicable accounts in order to protect the interests of the Investor perfect Collateral Agent’s security interest in the Collateral. The provisions Collateral on behalf of this Section are solely and for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentLender.

Appointment of Collateral Agent. Investor (a) Each party hereto hereby irrevocably designates Seahawk Capital Partnersdesignates, Inc. as Collateral Agent. Investor hereby irrevocably appoints and authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such action on their behalf and to exercise such other powers and take such other actions under this Agreement as are appropriate delegated to protect the interests Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (c) Neither the Collateral Agent nor any of its directors, officers, trust officers, agents or employees shall be liable for any action taken or not taken by it in connection with this Agreement with the consent or at the request of the Investor Secured Parties or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties. (d) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of the Secured Parties, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (e) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or in respect of any income on such Collateral or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee, clearing corporation or securities intermediary selected by the Collateral Agent in good faith (or selected, in good faith, by an agent, bailee, clearing corporation or securities intermediary so selected by the Collateral Agent). (f) The Collateral Agent may resign as Collateral Agent upon thirty (30) days' written notice thereof to Pledgor, each of the Secured Parties and each other party hereto; PROVIDED that no such resignation shall be effective until a successor Collateral Agent reasonably satisfactory to Pledgor and the Secured Parties has accepted such appointment in writing. (g) Share Purchaser agrees to indemnify the Collateral Agent and its Affiliates and their respective directors, officers, employees, agents and controlling persons (the Collateral Agent and each such person being an "INDEMNIFIED PARTY") from and against any and all losses, claims, damages and liabilities, joint and several, to which such Indemnified Party may become subject under any applicable federal or state law or otherwise, that arise out of or relate to this Agreement, the transactions contemplated hereby or any action taken or not taken pursuant hereto, and will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of Share Purchaser. Share Purchaser shall not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from the Collateral Agent's willful misconduct or gross negligence. The provisions of this Section are solely for the benefit 13(g) shall survive any termination of this Agreement or of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentSecurity Interests created hereunder.

Appointment of Collateral Agent. Investor Each Bank hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints Foothill as Collateral AgentAgent of such Bank under this Agreement and the Security Documents to which Foothill is a party, and Foothill hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party. Investor Each Bank hereby irrevocably further authorizes the Collateral Agent to exercise all of enter into the rights of Security Documents to be executed and delivered by Collateral Agent on the Investor Effective Date and agrees to be bound by the terms thereof. Each Bank irrevocably authorizes Foothill, as Collateral Agent for such Bank, to take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the interests prior written consent of Required Banks. Each Bank agrees that no Bank shall have any right individually to realize upon the Investor in security granted by the Collateral. The provisions Security Documents to which Collateral Agent is party, it being understood and agreed that such rights and remedies may be exercised only by Collateral Agent at the direction of this Section are solely Agent on behalf of Required Banks, for the benefit of the Collateral Agent and InvestorBanks, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), of such agreements. Each Bank hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall promptly not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of Agent on behalf of the Required Banks. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, given by Agent on behalf of and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form at the direction of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentRequired Banks.

Appointment of Collateral Agent. Investor (a) Each Co-Agent and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. STBA as Collateral Agent. Investor Agent and hereby irrevocably authorizes the Collateral Agent to exercise all enter into each of the rights of Security Documents substantially in the Investor under the provisions of this Agreement, and any other instruments and agreements referred to hereinform attached hereto, and to exercise such other powers take all action contemplated thereby. All rights and take such other actions as are appropriate to protect remedies under the interests of Security Documents may be exercised by the Investor in the Collateral. The provisions of this Section are solely Collateral Agent for the benefit of the Co-Agents and the Lenders and the other beneficiaries thereof upon the terms thereof. The Co-Agents and the Lenders further agree that the Collateral Agent may assign its rights and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights obligations as a third party beneficiary of Collateral Agent under any of the provisions hereof. Security Documents to any affiliate of the Collateral Agent or to any trustee, which assignee in each such case shall (subject to compliance with any requirements of applicable law governing the assignment of such Security Documents) be entitled to all the rights of the Collateral Agent under and with respect to the ap- plicable Security Document. (b) In performing its functions and duties each circumstance where, under this Agreementany provision of any Security Document, the Collateral Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Collateral Agent under such Security Document, the Collateral Agent shall act solely in respect of such consent, exercise of remedies, determination or action, as agent the case may be, with the consent - 64 - of and at the direction of the Investors and Required Lenders; provided, however, that no such consent of the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Collateral Agent's judgment, ministerial or administrative in nature; provided, fur- ther, that in no event shall the Collateral Agent does not assume be required, and in all cases shall not be deemed fully justified in failing or refusing, to have assumed take any obligation action under or relationship pursuant to any Security Document which, in the reasonable opinion of agency the Collateral Agent, (a) would be contrary to the terms of any Security Document or trust with the Companywould subject it or its officers, employees, or for any of its subsidiaries or affiliates. The directors to liability, unless and until the Collateral Agent shall administer be indemnified or tendered security to its satisfaction by the Collateral Lenders against any and any lien thereon for the benefit of the Investors all loss, cost, expense or liability in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect connection therewith, or (b) would be contrary to law, in each case anything herein or elsewhere contained to the Collateral as are granted to contrary notwithstanding. In each cir- cumstance where any consent of or direction from the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)Required Lenders is required, the Collateral Agent shall promptly release any send to the Lenders a notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and all Collateralthe Collateral Agent's proposed course of action with respect thereto. The In the event the Collateral Agent shall be entitled to relynot have received a response from any Lender within five (5) Business Days after such Lender's receipt of such notice, and such Lender shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form deemed to have agreed to the course of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected action proposed by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.

Appointment of Collateral Agent. Investor The Trustee hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustee and may be removed at any time with or without cause by the Trustee. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Appointment of Collateral Agent. Investor Each of the Secured Parties appoints, designates and authorizes [__________] as the Collateral Agent for all Collateral, and the Collateral Agent hereby irrevocably agrees to act as Collateral Agent for the Secured Parties pursuant to the terms of this Agreement. Each Secured Party hereby authorizes the Collateral Agent, and the Collateral Agent agrees, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement and each Note and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement, the Purchase Agreement or any Note, together with such powers as are reasonably incidental thereto, including to execute and enter into this Agreement, the Purchase Agreement and any other instruments relating to this Agreement and agreements referred the Notes (the “Purchase Documents”). Notwithstanding any provision to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor contrary contained elsewhere in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementPurchase Document, the Collateral Agent (which term used in this sentence, and in Section 1.2 and Section 1.5 shall act solely as agent of the Investors include reference to its affiliates, and the Collateral Agent does not assume its own and its affiliates' officers, directors, employees and agents) shall not be deemed have any duties or responsibilities, other than the duty to have assumed any obligation or relationship of agency or trust with the Company, or for any of perform its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all express obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note other applicable Purchase Documents in accordance with their respective terms, subject in all events to the terms herein), provisions of this Agreement limiting the responsibility or liability of the Collateral Agent hereunder, nor shall promptly release any and all Collateral. The the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party under this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to rely, and shall be fully protected in relying, upon read into this Agreement or any note, writing, resolution, notice, statement, certificate, telex, teletype other Purchase Document or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by otherwise exist against the Collateral Agent. The Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the Purchase Agreement or any Note with reference to the Collateral Agent may resign from 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. By acceptance of the performance benefits of all its respective functions and duties hereunder and this Agreement (whether by execution hereof or under related documents at any time by giving 15 day's prior written notice the terms of the Purchase Agreement), each Secured Party that is not a party to this Agreement shall be deemed to have consented to the Investors appointment and authorization set forth in the first two sentences of this subsection and the Company. Such resignation shall take effect upon the appointment other provisions of a successor Collateral Agentthis Section 1.

Appointment of Collateral Agent. Each Investor hereby irrevocably designates Seahawk Capital Partners, Inc. agrees that NewWest Mezzanine Fund LP shall act as the initial collateral agent (the "Collateral Agent. Investor hereby irrevocably authorizes ") for Purchaser in connection with the Collateral Agent and all matters relating to exercise all of any security interest, from time to time, securing the rights of Obligations (including without limitation, the Investor security interest granted under the provisions of this Security Agreement and the Pledge Agreement), and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the no Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any right individually to exercise any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to relyfully indemnified by each Investor, on a pro rata basis, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, tax liabilities, broker's or finder's fees, out-of-pocket costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for the Collateral Agent in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Collateral Agent shall be fully protected in relyingdesignated a party thereto) that may be imposed on, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messageincurred by, or other electronic form asserted against the Collateral Agent, in any manner relating to or arising out of communication signedor incurred by the Collateral Agent in connection with the Collateral Agent's actions as the Purchaser's collateral agent, sent provided, however, that Purchaser shall have no obligation to the Collateral Agent under this Section with respect to liabilities arising from the gross negligence or made willful misconduct of the Collateral Agent while acting as the collateral agent for Purchaser, as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Investor shall contribute the maximum portion that such Investor is permitted to pay and upon advice satisfy under applicable law to the payment and statements satisfaction of legal counsel, independent accountants and other experts selected all liabilities incurred by the Collateral Agent. The relationship between the Collateral Agent and Purchaser is that of agent and principal only, and nothing contained in this Agreement, any Financing Document or otherwise shall be construed to constitute the Collateral Agent as a trustee or fiduciary for any Investor. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written upon notice to the Investors and the Company. Such resignation Borrower (in which case the Majority Purchaser shall take effect promptly appoint a replacement), and the Majority Purchaser may replace the Collateral Agent at any time upon written notice to the appointment of a successor Collateral AgentAgent and the Investors.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Convertible Note Indenture and of Section 7.12 of the Senior Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or a Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor Each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints MHD as Collateral AgentAgent of such Lender under this Agreement and the Security Documents to which MHD is a party, and MHD hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party, and agrees to perform the duties of Collateral Agent as set forth herein and therein. Investor Each Lender hereby irrevocably further authorizes the Collateral Agent to exercise all of enter into the rights of Security Documents to be executed and delivered by Collateral Agent on the Investor Effective Date and agrees to be bound by the terms thereof. Each Lender irrevocably authorizes MHD, as Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; provided that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the interests prior written consent of Required Lenders. Each Lender agrees that no Lender shall have any right individually to realize upon the Investor in security granted by the Collateral. The provisions Security Documents to which Collateral Agent is party, it being understood and agreed that such rights and remedies may be exercised only by Collateral Agent at the direction of this Section are solely Agent on behalf of Required Lenders, for the benefit of the Collateral Agent and InvestorLenders, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), of such agreements. Each Lender hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall promptly not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of Agent on behalf of the Required Lenders. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, given by Agent on behalf of and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form at the direction of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentRequired Lenders.

Appointment of Collateral Agent. Investor (a) Each Person comprising “Lessor” hereunder hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints HCP (the “Collateral Agent. Investor hereby irrevocably ”) as the collateral agent hereunder and under all other documents related hereto and authorizes the Collateral Agent in such capacity, to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such actions on its behalf and to exercise such other powers and take such other actions as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent in such capacity by the terms hereof or thereof, together with such actions and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights powers as a third party beneficiary of any of the provisions hereofare reasonably incidental thereto. In performing its functions and duties under this Agreementhereunder, the Collateral Agent shall act solely for itself and as agent of the Investors for each other Person, if any, comprising “Lessor” hereunder and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates▇▇▇▇▇▇. The Collateral Agent shall administer the Collateral and any lien thereon provisions of this Section 16.10.2 are solely for the benefit of the Investors in the manner provided herein. Collateral Agent and each Person comprising “Lessor” hereunder, and Lessee shall no rights as a third party beneficiary(ies) of any of such provisions. (b) The Collateral Agent shall may perform any and all of its duties and exercise such its rights and remedies with respect powers hereunder by or through any one or more sub-agents appointed by the Collateral Agent. (c) The Collateral Agent may at any time give notice of its resignation to the Collateral as are granted to the Investor Person(s) comprising “Lessor” hereunder and applicable law and as ▇▇▇▇▇▇. Upon receipt of any such notice of resignation, the Person(s) comprising “Lessor” hereunder shall be directed have the right to appoint a successor Collateral Agent. If no such successor shall have been so appointed by the Investors. All directions Person(s) comprising “Lessor” hereunder and shall have accepted such appointment within ten (10) days after the retiring Collateral Agent gives notice of its resignation, then the Investor retiring Collateral Agent may, on behalf of each Person comprising “Lessor” hereunder the Landlords, appoint a successor Collateral Agent; provided; however, that if the Collateral Agent shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement notify Lessee and the Note (includingeach Person comprising “Lessor” hereunder that no such successor is willing to accept such appointment, without limitation, upon the conversation of the Note then such resignation shall nonetheless become effective in accordance with such notice and (i) the terms herein)retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any Collateral held by the Collateral Agent on behalf of each Person comprising “Lessor” hereunder, the Collateral Agent shall promptly release any may continue to hold such Collateral until such time as a successor Collateral Agent is appointed and such Collateral is assigned to such successor Collateral Agent) and (ii) all Collateral. The payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counselor to each Person comprising “Lessor” hereunder directly, independent accountants and other experts selected by until such time as the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties Person(s) comprising “Lessor” hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of appoint a successor Collateral Agent. (d) Upon the acceptance of a successor’s or replacement’s appointment as Collateral Agent, such successor or replacement shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 16.10.2 shall continue in effect for the benefit of such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting in such capacity.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as 5.1. Lender appoints the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent , including any of its affiliates, to exercise all act on behalf of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies Lender with respect to the Collateral as are granted pledged by Borrower pursuant to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any Protocols (“Collateral Agent Protocols”), a copy of which is attached to this Agreement as Appendix I. Collateral Agent ▇▇▇▇▇▇ accepts such appointment on behalf and all Collateralfor the benefit of ▇▇▇▇▇▇. Altruist agrees to pay the Collateral Agent a fee for its services on behalf of Lender. The parties agree to the Collateral Agent Protocols, which are hereby incorporated as part of this Agreement. 5.2. ▇▇▇▇▇▇ appoints and instructs Collateral Agent to appoint the Bank as the depositary bank for the Collateral pursuant to the terms of the Deposit Account Control Agreement, dated as of April 21, 2021, among Altruist, Collateral Agent and the Bank (as amended, supplemented or modified from time to time, the “Control Agreement”). By signing this Agreement, Lender instructs the Collateral Agent to agree on behalf of itself and Lender to all the provisions of the Control Agreement, a copy of which will be provided to Lender upon request. 5.3. Pursuant to the Collateral Agent Protocols, Collateral Agent shall not be charged with knowledge of any Default unless Collateral Agent has actual knowledge of such Default; provided, that Collateral Agent shall be entitled deemed to relyhave actual knowledge of an Act of Insolvency with respect to Borrower pursuant to Section 13.5 of this Agreement upon the public filing of any case, proceeding, petition or decree against Borrower under Chapter 7 or Chapter 11 of the Bankruptcy Code, under the Securities Investor Protection Act of 1970 or under the Orderly Liquidation Authority under Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made Consumer Protection Act. 5.4. Altruist reserves the right to change the Bank by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by giving not less than ninety (90) days’ prior notice to the Collateral Agent. The In such event, ▇▇▇▇▇▇ instructs the Collateral Agent may resign from to approve the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice successor to the Investors Bank and to enter into one or more control agreements between and among Altruist, Collateral Agent and the Company. Such resignation shall take effect upon successor to the appointment of a successor Bank to establish the Collateral Agent’s “control” (within the meaning of the UCC) over the applicable accounts in order to perfect the Collateral Agent’s security interest in the Collateral for the benefit of Lender.

Appointment of Collateral Agent. Investor The Lender hereby irrevocably designates Seahawk Capital Partners, Inc. and appoints as Collateral AgentAgent under this Agreement and the Security Documents to which the Collateral Agent is a party, and the Collateral Agent hereby accepts such appointment, subject to the terms and provisions of this Agreement and the Security Documents to which it is a party. Investor The Lender hereby further authorizes Collateral Agent to enter into the Security Documents to be executed and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Lender irrevocably authorizes the Collateral Agent, as Collateral Agent for the Lender, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such other powers and take perform such other actions duties as are appropriate expressly delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions terms of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (includingSecurity Documents to which it is a party, without limitation, upon the conversation of the Note in accordance together with the terms herein), the such other powers as are reasonably incidental thereto; provided that Collateral Agent shall promptly not enter into any consent to any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the prior written consent of the Lender. The Lender hereby authorizes Collateral Agent to release Collateral only as expressly permitted or required under this Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall not subordinate or release any Liens under any of the Security Documents except as provided in this Agreement or upon the written direction of the Lender. All notices and all Collateral. The directions to Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected given by the Collateral Agent. The Collateral Agent may resign from Lender on behalf of and at the performance direction of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentLender.

Appointment of Collateral Agent. Investor (a) The Agent and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. STBA as Collateral Agent. Investor Agent and hereby irrevocably authorizes the Collateral Agent to exercise all enter into each of the rights of Security Documents substantially in the Investor under the provisions of this Agreement, and any other instruments and agreements referred to hereinform attached hereto, and to exercise such other powers take all action contemplated thereby. All rights and take such other actions as are appropriate to protect remedies under the interests of Security Documents may be exercised by the Investor in the Collateral. The provisions of this Section are solely Collateral Agent for the benefit of the Agent and the Lenders and the other beneficiaries thereof upon the terms thereof. The Agent and the Lenders further agree that the Collateral Agent may assign its rights and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights obligations as a third party beneficiary of Collateral Agent under any of the provisions hereof. Security Documents to any affiliate of the Collateral Agent or to any trustee, which assignee in each such case shall (subject to compliance with any requirements of applicable law governing the assignment of such Security Documents) be entitled to all the rights of the Collateral Agent under and with respect to the applicable Security Document. (b) In performing its functions and duties each circumstance where, under this Agreementany provision of any Security Document, the Collateral Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Collateral Agent under such Security Document, the Collateral Agent shall act solely in respect of such consent, exercise of remedies, determination or action, as agent the case may be, with the consent of and at the direction of the Investors and Required Lenders; PROVIDED, HOWEVER, that no such consent of the Required Lenders shall be required with respect to any consent, determination or other matter that is, in the Collateral Agent's judgment, ministerial or administrative in nature; PROVIDED, FURTHER, that in no event shall the Collateral Agent does not assume be required, and in all cases shall not be deemed fully justified in failing or refusing, to have assumed take any obligation action under or relationship pursuant to any Security Document which, in the reasonable opinion of agency the Collateral Agent, (a) would be contrary to the terms of any Security Document or trust with the Companywould subject it or its officers, employees, or for any of its subsidiaries or affiliates. The directors to liability, unless and until the Collateral Agent shall administer be indemnified or tendered security to its satisfaction by the Collateral Lenders against any and any lien thereon for the benefit of the Investors all loss, cost, expense or liability in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect connection therewith, or (b) would be contrary to law, in each case anything herein or elsewhere contained to the Collateral as are granted to contrary notwithstanding. In each circumstance where any consent of or direction from the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)Required Lenders is required, the Collateral Agent shall promptly release any send to the Lenders a notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and all Collateralthe Collateral Agent's proposed course of action with respect thereto. The In the event the Collateral Agent shall be entitled to relynot have received a response from any Lender within five (5) Business Days after such ▇▇▇▇▇▇'s receipt of such notice, and such Lender shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form deemed to have agreed to the course of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected action proposed by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.

Appointment of Collateral Agent. Investor Each of the Secured Parties hereby irrevocably designates Seahawk Capital Partners, Inc. agrees that one designated member of the Secured Parties shall act as the initial collateral agent (the “Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement”), and any other instruments and agreements referred to hereinwhich individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Secured Parties in connection with the protection of the Collateral Agent and Investorall matters relating to any security interest, from time to time, securing the Obligations, and neither the Company nor any of its subsidiaries or affiliates no Secured Party shall have any right individually to exercise any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to relyfully indemnified by each of the Secured Parties, on a pro rata basis, for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, tax liabilities, broker’s or finder’s fees, out-of-pocket costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for the Collateral Agent in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Collateral Agent shall be fully protected in relyingdesignated a party thereto) that may be imposed on, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messageincurred by, or other electronic form asserted against the Collateral Agent, in any manner relating to or arising out of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected incurred by the Collateral Agent in connection with the Collateral Agent’s actions as the Secured Parties’ collateral agent; provided, however, that the Secured Parties shall have no obligation to the Collateral Agent under this Section with respect to liabilities arising from the gross negligence or willful misconduct of the Collateral Agent while acting as the collateral agent for the Secured Parties, as determined by a court of competent jurisdiction. Notwithstanding the foregoing, in no event shall the indemnification obligation of any Secured Party under the preceding sentence exceed the original principal amount of such Secured Party’s Notes. The relationship between the Collateral Agent and the Secured Parties is that of agent and principal only, and nothing contained in this Agreement or otherwise shall be construed to constitute the Collateral Agent as a trustee or fiduciary for any Secured Party. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior upon notice to the Secured Parties and the Company (in which case a majority in interest of the Secured Parties shall promptly appoint a replacement), and a majority in interest of the Secured Parties may replace the Collateral Agent at any time upon written notice to the Investors Collateral Agent and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentSecured Parties.

Appointment of Collateral Agent. Investor The Senior Secured Parties hereby irrevocably designates Seahawk Capital Partnersdesignate and appoint Bankers Trust (Delaware) to act on behalf of the Senior Secured Parties, Inc. as agent, fiduciary and trustee thereof in respect of the Shared Collateral, in the capacity of Collateral Agent. Investor Agent hereunder and under the other Security Documents, and each of the Senior Secured Parties hereby irrevocably authorizes Bankers Trust (Delaware) as the Collateral Agent to exercise all enter into the Mortgage, the Security Agreement and any other Security Documents to which the Collateral Agent is or is to be a party on behalf of the rights of the Investor Senior Secured Parties, to purchase, maintain, execute, deliver and perform a surety bond (and any application for a surety bond) relating to any mortgage privilege or recording tax and enter into any and all agreements relating thereto, to take such actions on its behalf under the provisions of this Agreement, Agreement and any such other instruments and agreements referred to herein, Security Documents and to exercise such other powers and take perform such other actions duties as are appropriate expressly delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent by the terms of this Agreement and Investorthe other Security Documents to which it is a party, together with such other powers as are reasonably incidental thereto. Bankers Trust (Delaware) hereby accepts such appointment as Collateral Agent hereunder and neither agrees to administer the Company nor any Intercreditor Agreement Accounts and to receive, deposit and disburse all Revenues and other amounts delivered to it pursuant to the terms of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement. The Mobile Energy Parties, the Collateral Agent shall act solely as agent of the Investors IDB and the Collateral Agent does not assume and shall not be deemed each Subordinated Debt Provider hereby consent to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliatessuch appointment. The Collateral Agent shall administer hold and safeguard the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Intercreditor Agreement Accounts (and the Note (includingRevenues, without limitationcash, upon the conversation of the Note payments, investments, insurance proceeds, securities and other amounts on deposit therein from time to time) in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agenthereof.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The as Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of 32 33 America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor The Obligee hereby irrevocably designates Seahawk and appoints each of The Bank of New York and Foothill Capital Partners, Inc. Corporation as Collateral AgentAgent under this Agreement and the Security Documents to which the Collateral Agent is a party with respect to the SP Sub Collateral and the Collateral other than SP Sub Collateral, respectively, and the Collateral Agent hereby accepts such appointment, subject to the terms and provisions of this Agreement, the Intercreditor Agreement and the Security Documents to which it is a party. Investor The Obligee hereby further authorizes and directs Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and all other documents, consents, joinders, acknowledgments and other written matter to be executed and delivered by Collateral Agent on the Issuance Date and agrees to be bound by the terms thereof. The Obligee irrevocably authorizes the Collateral Agent, as Collateral Agent for the Obligee, to exercise all of the rights of the Investor take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement and any other instruments and agreements referred the Security Documents to hereinwhich Collateral Agent is a party, and to exercise such powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this Agreement, the Intercreditor Agreement and the Security Documents to which it is a party, together with such other powers and take such other actions as are appropriate reasonably incidental thereto; PROVIDED that Collateral Agent shall not enter into any consent to protect any amendment, modification, termination or waiver of any provision contained in this Agreement or any Security Document to which it is party without the interests prior written consent of the Investor in the CollateralObligee. The provisions of this Section are solely for the benefit of the Obligee hereby authorizes Collateral Agent and Investor, and neither the Company nor any of its subsidiaries to release Collateral only as expressly permitted or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties required under this Agreement, the Intercreditor Agreement or the Security Documents and agrees that a certificate executed by Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release to any third party. Collateral Agent shall act solely as agent not subordinate or release any Liens under any of the Investors and Security Documents except as provided in this Agreement, the Collateral Agent does not assume and shall not be deemed to have assumed any obligation Intercreditor Agreement or relationship of agency or trust with upon the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit written direction of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the InvestorsObligee. All notices and directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The to Collateral Agent shall be entitled to rely, and shall be fully protected given in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected writing by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral AgentObligee.

Appointment of Collateral Agent. Investor The Trustee hereby irrevocably designates Seahawk Capital Partners, Inc. as appoints the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustee and may be removed at any time with or without cause by the Trustee, with the consent of the Issuer (not to be unreasonably withheld)unless an Event of Default has occurred and is continuing. Prior to the effectiveness of any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent (with the consent of the Issuer (not to be unreasonably withheld) unless an Event of Default has occurred and is continuing) which shall be a commercial bank or trust company organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustee and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustee's removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Secured Notes, appoint a successor Collateral Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement other than for existing claims for wilful misconduct, gross negligence or breaches of the relevant agreements. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor (a) Each Revolving Secured Party hereby irrevocably designates Seahawk Capital Partners, Inc. confirms the appointment of GECC as the Revolving Collateral Agent. Investor hereby irrevocably Agent under the Revolving Credit Agreement and authorizes the Revolving Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such action as agent on its behalf and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the other Revolving Collateral Documents and the Revolving Credit Agreement as are delegated to the Revolving Collateral Agent shall act solely under such documents and to exercise such powers as agent are reasonably incidental thereto. Without limiting the foregoing, each Revolving Secured Party hereby authorizes the Revolving Collateral Agent to execute and deliver, and to perform its obligations under, each of the Investors Revolving Collateral Documents and the Revolving Credit Agreement to which the Revolving Collateral Agent does not assume and shall not be deemed is a party, to have assumed any obligation or relationship of agency or trust with the Companyexercise all rights, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights powers and remedies with respect to that the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Revolving Collateral Agent may resign from have under such documents and to act as agent for the performance of all its respective functions and duties hereunder and Revolving Secured Parties under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon such Revolving Collateral Documents. (b) Each Term Loan Secured Party hereby confirms the appointment of GECC as the Term Loan Collateral Agent under the Term Loan Credit Agreement and authorizes the Term Loan Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Term Loan Collateral Documents and the Term Loan Credit Agreement as are delegated to the Term Loan Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Term Loan Secured Party hereby authorizes the Term Loan Collateral Agent to execute and deliver, and to perform its obligations under, each of the Term Loan Collateral Documents and the Term Loan Credit Agreement to which the Term Loan Collateral Agent is a successor party, to exercise all rights, powers and remedies that the Term Loan Collateral AgentAgent may have under such documents and to act as agent for the Term Loan Secured Parties under such Term Loan Collateral Documents.

Appointment of Collateral Agent. Investor (a) The Lender and the Collars Office hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoint and authorize the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such action on their behalf and to exercise such other powers and take such other actions under this Agreement as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The Secured Parties (other than the Collateral Agent) shall indemnify the Collateral Agent (to the extent not reimbursed by the Pledgor) against any cost, expense (including counsel fees and Investordisbursements), and neither claim, demand, action, loss or liability (except such as result from the Company nor Collateral Agent's gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with any of its subsidiaries action taken or affiliates shall have omitted by the Collateral Agent hereunder. (c) So long as any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCollar Loans are outstanding, the Collateral Agent shall act solely as agent follow the instructions of the Investors and Lender with respect to the Collateral. The Collateral Agent does not assume may consult with legal counsel, independent public accountants and other experts selected by it and shall not be deemed liable for any <PAGE> action taken or omitted to have assumed any obligation or relationship of agency or trust be taken by it in good faith in accordance with the Companyadvice of such counsel, accountants or for experts. (d) Neither the Collateral Agent nor any of its subsidiaries directors, officers, agents, or affiliatesemployees shall be liable for any action taken or not taken by it in connection with this Agreement with the consent or at the request of the Secured Parties (other than the Collateral Agent) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall administer not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. (e) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of the Secured Parties, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and any lien thereon for the benefit all of the Investors powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (f) Beyond the exercise of reasonable care in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)custody thereof, the Collateral Agent shall promptly release have no duty as to any and all CollateralCollateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be entitled deemed to relyhave exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be fully protected in relying, upon liable or responsible for any note, writing, resolution, notice, statement, certificate, telex, teletype loss or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messagedamage to any of the Collateral, or other electronic form for any diminution in the value thereof, by reason of communication signedthe act or omission of any agent, sent bailee, clearing corporation or made securities intermediary selected by Investor and upon advice and statements of legal counselthe Collateral Agent in good faith (or selected by an agent, independent accountants and other experts bailee, clearing corporation or securities intermediary so selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent).

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations collateral agent under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby irrevocably designates Seahawk Capital Partners, Inc. as appoint the Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Companyaccepts appointment, or for any of its subsidiaries or affiliates. The as Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agentthis Security Agreement. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to the Investors Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Company. Such resignation shall take effect upon Holders of the appointment of Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

Appointment of Collateral Agent. Investor (a) Each Noteholder and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoints the Collateral Agent to exercise all act as its agent in connection with the administration of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely Collateral Agent shall hold all Collateral for the benefit of the Secured Lender Group. The Collateral Agent and Investor, and neither the Company nor may perform any of its subsidiaries functions and duties under this Agreement by or affiliates shall have through any rights as a third party beneficiary of agents or any of the provisions hereofits directors, officers or employees. In performing any of its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to be acting as a trustee for, or partner of, the Lenders or the Noteholders or to have assumed any obligation or relationship of agency agency, trust or trust partnership with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentPledgor. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to all the Investors Lenders, the Noteholders and the CompanyPledgor. Such resignation Upon such resignation, the Requisite Lenders shall take effect upon have the appointment of right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of all the Secured Parties, appoint a successor Collateral Agent. Such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations thereafter under this Agreement. The Collateral Agent shall continue to perform its duties hereunder until a successor Collateral Agent shall have been appointed and accepts such appointment in writing. After any retiring Collateral Agent's resignation, the provisions of this Section 22, including, without limitation, the indemnity provisions of Subsection 22(h) hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. (b) The Collateral Agent makes no representation or warranty with respect to, and assumes no responsibility for (a) the validity, genuineness, legality, enforceability, sufficiency, or due execution of this Agreement against the Pledgor, (b) the existence or value of any of the Collateral, (c) any representations or warranties made by or on behalf of the Borrowers, (d) any obligations to be performed or observed by the Borrowers under the terms of the Bank Credit Agreement, the Note Purchase Agreement, this Agreement and any other document executed and delivered in connection with any of the foregoing, (e) the collectibility of the Liabilities, or (f) the financial condition of the Borrowers. (c) Each of the Noteholders represents, warrants, and acknowledges that it has independently reviewed and approved all financial and other information necessary to make an independent decision with respect to the Noteholder Liabilities, this Agreement, and the creditworthiness of the Borrowers, and that it did not rely upon any statement or representation by the Collateral Agent or any Lender with respect to Noteholder Liabilities, the Collateral, the Borrowers, or otherwise in making any decisions with respect to this Agreement, the Note Purchase Agreement or otherwise. (d) The Collateral Agent shall not collect any payments for the benefit of the Noteholders other than payments received from the disposition of the Collateral except as provided in the Intercreditor Agreement among the Lenders, the Noteholders and the Collateral Agent dated of even date herewith, as the same may be amended or supplemented from time to time the "Intercreditor Agreement"). (e) The Collateral Agent shall remit to each Lender such Lender's Share (as defined below) and to each Noteholder such Noteholder's Share (as defined below), its ratable percentage of the proceeds received from the distribution of any Collateral without discrimination or preference, with any balance remaining after such distribution among the Lenders and the Noteholders to be distributed to whomever is entitled thereto, or as a court of competent jurisdiction may direct. With respect to each Lender, such Lender's Share means, with respect to any Lender as of any time, the quotient obtained by dividing (i) the sum of the outstanding principal amount of the Bank Liabilities at such time owed to such Lender and such Lender's percentage of the Letters of Credit outstanding under the Bank Credit Agreement, by (ii) the total outstanding Liabilities at such time, and subtracting therefrom, any unpaid amounts owed by such Lender to the Collateral Agent pursuant to Subsection (g) or (h) below. With respect to each Noteholder, such Noteholder's Share means the quotient obtained by dividing (A) the outstanding Noteholder Liabilities owed to such Noteholder at such time by (B) the total outstanding Liabilities at such time and subtracting therefrom, any unpaid amounts owed by such Noteholder to the Collateral Agent pursuant to Subsection (g) or (h) below. "Bank Liabilities" and "Liabilities" shall include, without limitation, any obligations of the Borrowers pursuant to any Hedge Agreements, as defined in the Bank Credit Agreement.

Appointment of Collateral Agent. Investor Clearlake is hereby irrevocably designates Seahawk Capital Partners, Inc. appointed to act on behalf of the Secured Parties as Collateral Agent under this Agreement and the other Financing Documents. In performing its functions and duties under this Agreement and the other Financing Documents, and notwithstanding the use of the term “agent” or “Agent. Investor hereby irrevocably authorizes ” in any capacity, the Collateral Agent shall have no duties or responsibilities except to exercise all act in accordance with the instructions of the rights Required Holders, and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any individual Tranche B Purchaser. Furthermore, the duties of the Investor under Collateral Agent shall be mechanical and administrative in nature and the provisions Collateral Agent shall not have, or be deemed to have, by reason of this Agreement, any other Financing Document or otherwise, a fiduciary relationship in respect of any individual Tranche B Purchaser. The Collateral Agent shall have no duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by the Collateral Agent or any of the Collateral Agent’s Affiliates in any capacity. Any other appointment or collateral agency agreement between the Collateral Agent and any other instruments Purchaser or any of their respective Affiliates, if any, is hereby terminated and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateralshall be superseded by this Section. The provisions of this Section 22.1 are solely for the benefit of the Collateral Agent and Investor, Purchasers and neither the Company no Credit Party nor any of its subsidiaries or affiliates other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to relyrefrain from any act or action (including failure to act) in connection with this Agreement or any other Financing Document until the Collateral Agent shall have received instructions from the Required Holders, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentAgent shall not incur liability to any Person by reason of so refraining. The Collateral Agent may resign from shall be fully justified in failing or refusing to take any action hereunder or under any other Financing Document (a) if such action would, in the performance opinion of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent, be contrary to law or the terms of this Agreement or any other Financing Document, (b) if such action would, in the opinion of the Collateral Agent, expose the Collateral Agent to environmental or other liabilities or (c) if the Collateral Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Purchaser shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent’s acting or refraining from acting hereunder or under any other Financing Document in accordance with the instructions of the Required Holders.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent and Investor, and neither the Company nor any of its subsidiaries or affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with the Company, or for any of its subsidiaries or affiliates. (1) The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors has been appointed as collateral agent in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Subscription Agreement and the Note (including, without limitation, upon the conversation of the Note shall act in accordance with the terms hereinof the Subscription Agreement. The Collateral Agent may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Subscription Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Subscription Agreement. On the acceptance of appointment as the successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent's resignation, the provisions hereof 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. (2) The Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with its own property consisting of similar instruments or interests. Neither the Collateral Agent nor any of the Holders shall promptly release have responsibility for (i) ascertaining or taking action whatsoever with regard to any and all Pledged Collateral (including matters relating to the Pledged Securities, whether or not the Collateral Agent or any other Holder has or is deemed to have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any Person with respect to any Pledged Collateral. . (3) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any note, writing, resolution, written notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, document or any telephone message, or other electronic form of communication message believed by it to be genuine and correct and to have been signed, sent or made by Investor the proper Person, and, with respect to all matters pertaining to this Agreement and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agenthereunder.

Appointment of Collateral Agent. Investor hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes the Collateral Agent to exercise all of the rights of the Investor under the (a) Notwithstanding any other provisions of this Agreement, and at any other instruments and agreements referred to hereintime, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit purpose of the Collateral Agent and Investor, and neither the Company nor meeting any of its subsidiaries or affiliates shall have any rights as a third party beneficiary legal requirement of any jurisdiction in which any Collateral may at the time be located and for purposes of the provisions hereof. In performing its functions and duties under this Agreementenforcement, the Collateral Agent shall have the power and may execute and deliver all instruments to appoint one or more Persons to act solely as its agent of the Investors Secured Parties of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit or on behalf of the Secured Parties, such title to the Collateral, or any part thereof, and such powers, duties, obligations, rights and trusts as the Collateral Agent does not assume and may consider necessary or desirable, provided that the appointment of such agent shall be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld, and provided further, that any such agent shall agree to be liable to the Secured Parties to the extent the Collateral Agent is so liable pursuant to this Agreement. (b) All rights and powers, conferred or imposed upon the Collateral Agent may be conferred or imposed upon and may be exercised or performed by an agent. (c) Any notice, request or other writing given to the Collateral Agent shall be deemed to have assumed been given to each of the agents as effectively as if given to each of them. Every instrument appointing any obligation agents shall refer to this Agreement. Gerdau Export and Working Capital Agreement (d) Any agent may at any time appoint the Collateral Agent as its agent or relationship attorney in fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of agency or trust with the Company, or for any of this Agreement on its subsidiaries or affiliates. behalf and in its name. (e) The Collateral Agent shall administer not be responsible for any willful misconduct or negligence on the Collateral part of any agent appointed with due care and any lien thereon for the benefit of the Investors in the manner provided hereingood faith pursuant to this Section. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent.ARTICLE XIII MISCELLANEOUS Section 13.1

Appointment of Collateral Agent. Investor (a) The Lender and the Options Office hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoint and authorize the Collateral Agent to exercise all of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, take such action on their behalf and to exercise such other powers and take such other actions under this Agreement as are appropriate delegated to protect the interests of the Investor in the Collateral. The provisions of this Section are solely for the benefit of the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The Secured Parties (other than the Collateral Agent) shall indemnify the Collateral Agent (to the extent not reimbursed by the Pledgor) against any cost, expense (including counsel fees and Investordisbursements), and neither claim, demand, action, loss or liability (except such as result from the Company nor Collateral Agent's gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with any of its subsidiaries action taken or affiliates shall have omitted by the Collateral Agent hereunder. (c) So long as any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementOption Loans are outstanding, the Collateral Agent shall act solely as agent follow the instructions of the Investors and Lender with respect to the Collateral. The Collateral Agent does not assume may consult with legal counsel, independent public accountants and other experts selected by it and shall not be deemed liable for any action taken or omitted to have assumed any obligation or relationship of agency or trust be taken by it in good faith in accordance with the Companyadvice of such counsel, accountants or for experts. (d) Neither the Collateral Agent nor any of its subsidiaries directors, officers, agents, or affiliatesemployees shall be liable for any action taken or not taken by it in connection with this Agreement with the consent or at the request of the Secured Parties (other than the Collateral Agent) or in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall administer not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. (e) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of the Secured Parties, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and any lien thereon for the benefit all of the Investors powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (f) Beyond the exercise of reasonable care in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein)custody thereof, the Collateral Agent shall promptly release have no duty as to any and all CollateralCollateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be entitled deemed to relyhave exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be fully protected in relying, upon liable or responsible for any note, writing, resolution, notice, statement, certificate, telex, teletype loss or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone messagedamage to any of the Collateral, or other electronic form for any diminution in the value thereof, by reason of communication signedthe act or omission of any agent, sent bailee, clearing corporation or made securities intermediary selected by Investor and upon advice and statements of legal counselthe Collateral Agent in good faith (or selected by an agent, independent accountants and other experts bailee, clearing corporation or securities intermediary so selected by the Collateral Agent. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice to the Investors and the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent).

Appointment of Collateral Agent. Investor (a) Each Noteholder and each Lender hereby irrevocably designates Seahawk Capital Partners, Inc. as Collateral Agent. Investor hereby irrevocably authorizes appoints the Collateral Agent to exercise all act as its agent in connection with the administration of the rights of the Investor under the provisions of this Agreement, and any other instruments and agreements referred to herein, and to exercise such other powers and take such other actions as are appropriate to protect the interests of the Investor in the Collateral. The provisions of this Section are solely Collateral Agent shall hold all Collateral for the benefit of the Secured Lender Group. The Collateral Agent and Investor, and neither the Company nor may perform any of its subsidiaries functions and duties under this Agreement by or affiliates shall have through any rights as a third party beneficiary of agents or any of the provisions hereofits directors, officers or employees. In performing any of its functions and duties under this Agreement, the Collateral Agent shall act solely as agent of the Investors and the Collateral Agent does not assume and shall not be deemed to be acting as a trustee for, or partner of, the Lenders or the Noteholders or to have assumed any obligation or relationship of agency agency, trust or trust partnership with the Company, or for any of its subsidiaries or affiliates. The Collateral Agent shall administer the Collateral and any lien thereon for the benefit of the Investors in the manner provided herein. The Collateral Agent shall exercise such rights and remedies with respect to the Collateral as are granted to the Investor hereunder and applicable law and as shall be directed by the Investors. All directions of the Investor shall be determined by the Requisite Holders. Upon payment in full of all obligations under this Agreement and the Note (including, without limitation, upon the conversation of the Note in accordance with the terms herein), the Collateral Agent shall promptly release any and all Collateral. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document, telephone message, or other electronic form of communication signed, sent or made by Investor and upon advice and statements of legal counsel, independent accountants and other experts selected by the Collateral AgentDebtor. The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and under related documents at any time by giving 15 day's prior written notice thereof to all the Investors Lenders, the Noteholders and the CompanyDebtors. Such resignation Upon such resignation, the Requisite Lenders shall take effect upon have the appointment of right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent may, on behalf of all the Secured Parties, appoint a successor Collateral Agent. Such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations thereafter under this Agreement. The Collateral Agent shall continue to perform its duties hereunder until a successor Collateral Agent shall have been appointed and accepts such appointment in writing. After any retiring Collateral Agent's resignation, the provisions of this Section 22, including, without limitation, the indemnity provisions of Subsection 22(i) hereof, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. (b) The Collateral Agent makes no representation or warranty with respect to, and assumes no responsibility for (a) the validity, genuineness, legality, enforceability, sufficiency, or due execution of this Security Agreement against the Debtors, (b) the existence or value of any of the Collateral, (c) any representations or warranties made by or on behalf of the Borrowers or the Debtors, (d) any obligations to be performed or observed by the Borrowers or the Debtors under the terms of the Bank Credit Agreement, the Note Purchase Agreement, this Agreement and any other document executed and delivered in connection with any of the foregoing; (e) the collectibility of the Liabilities, or (f) the financial condition of the Borrowers or the Debtors. (c) Each of the Noteholders represents, warrants, and acknowledges that it has independently reviewed and approved all financial and other information necessary to make an independent decision with respect to the Noteholder Liabilities, this Security Agreement, and the creditworthiness of the Borrowers and of the Debtors, and that it did not rely upon any statement or representation by the Collateral Agent or any Lender with respect to Noteholder Liabilities, the Collateral, the Borrowers, the Debtors or otherwise in making any decisions with respect to this Agreement, the Note Purchase Agreement or otherwise. (d) The Collateral Agent shall not collect any payments for the benefit of the Noteholders other than payments received from the disposition of the Collateral except as provided in the Intercreditor Agreement among the Lenders, the Noteholders and the Collateral Agent dated of even date herewith, as the same may be amended or supplemented from time to time the ("Intercreditor Agreement"). (e) The Collateral Agent shall remit to each Lender such Lender's Share (as defined below) and to each Noteholder such Noteholder's Share (as defined below), its ratable percentage of the proceeds received from the distribution of any Collateral without discrimination or preference, with any balance remaining after such distribution among the Lenders and the Noteholders to be distributed to whomever is entitled thereto, or as a court of competent jurisdiction may direct. With respect to each Lender, such Lender's Share means, with respect to any Lender as of any time, the quotient obtained by dividing (i) the sum of the outstanding principal amount of the Bank Liabilities at such time owed to such Lender and such Lender's percentage of the Letters of Credit outstanding under the Bank Credit Agreement, by (ii) the total outstanding Liabilities at such time, and subtracting therefrom, any unpaid amounts owed by such Lender to the Collateral Agent pursuant to subsection (g), (h) or (i) below. With respect to each Noteholder, such Noteholder's Share means the quotient obtained by dividing (A) the outstanding Noteholder Liabilities owed to such Noteholder at such time by (B) the total outstanding Liabilities at such time and subtracting therefrom, any unpaid amounts owed by such Noteholder to the Collateral Agent pursuant to subsection (g), (h) or (i) below. "Bank Liabilities" and "Liabilities" shall include, without limitation, any obligations of the Borrowers pursuant to any Hedge Agreements, as defined in the Bank Credit Agreement. (f) Prior to any remittance thereof to Lenders or the Noteholders, any sums owed to any Lender or Noteholder hereunder shall be held in trust on behalf of such Lender or Noteholder; provided, however, no fiduciary relationship shall thereby be created between the Collateral Agent, and such Lender or Noteholder, and (subject in the case of the Lenders to the Bank Credit Agreement) the Collateral Agent's sole duties and responsibilities to the Lenders or Noteholders with respect to such sums or otherwise shall be as set forth in this Agreement. (g) Each Lender and each Noteholder shall pay to the Collateral Agent, on demand, such Lender's or Noteholder's ratable share of the amount of any and all out-of-pocket expenses or costs (other than ordinary general and administrative expenses normally borne by the Collateral Agent), including, without limitation, attorneys', accountants', examiners', financial advisors', and auditors' fees and expenses and any indemnities (to the extent set forth in clause Subsection 22(h), below, incurred by the Collateral Agent in connection with the enforcement of this Security Agreement or the protection or preservation of the Collateral, for which the Collateral Agent is not reimbursed by or on behalf of the Borrowers or the Debtors. For purposes hereof, the Collateral Agent shall be deemed not to have been reimbursed by the Borrowers or the Debtors for any of the foregoing if payment of such costs or expenses is not made by or on behalf of the Borrowers or the Debtors upon demand by the Collateral Agent. (h) In the event of the Debtors' failure to pay taxes, assessments, insurance premiums, claims against the Collateral, the Collateral Agent may, but shall not be obligated to, advance amounts necessary to pay the same, and each Lender and each Noteholder shall reimburse Agent for such Lender's or Noteholder's ratable share of the amount thereof on demand. (i) Each Lender, each Noteholder and the Collateral Agent agrees to indemnify the Collateral Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, which may be imposed, incurred by or asserted against the Collateral Agent, in any way relating to or arising out of this Security Agreement, or any action taken or omitted by the Collateral Agent, under or in connection with the foregoing; provided, however, no Lender or Noteholder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's gross negligence or willful misconduct. The agreements in this Section shall survive repayment of the Liabilities and the termination of this Security Agreement.