Co-Collateral Agent If necessary or appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document Each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such agent Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment If the agent so appointed shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent

Collateral Agent. Each of the Lenders and the L/C Issuers, and, by accepting the benefits of Section 8.03 and the Collateral Documents, each other Secured Party, agrees to the appointment of the Collateral Agent.

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

“Co-Collateral Agent” means [[Co-Collateral Agent:Organization]] in its capacity as Co-Collateral Agent under this Agreement, or any successor co-collateral agent.

Collateral Agent Not Liable. Except to the extent arising from the gross negligence, willful misconduct, criminal conduct, fraud or reckless disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to # the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or # losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Portfolio Investments or other Collateral.

Authorization of Collateral Agent. Assignor hereby irrevocably authorizes and empowers Collateral Agent or its agent, in Collateral Agent’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Note Purchase Agreement, to # assert, either directly or on behalf of Assignor, any claims Assignor may have from time to time against Seller or Insight Mobile with respect to the Acquisition Agreement Documents, including, but not limited to, claims relating to Acquisition Agreement Document Undertakings and Acquisition Agreement Document Indemnities, # receive and collect any and all damages, awards and other monies resulting therefrom and # apply any of the amounts described in clause (ii) preceding to the payment of the Note Parties’ Obligations in accordance with the Note Purchase Agreement. Assignor hereby appoints Collateral Agent (and all officers, employees or agents designated by Collateral Agent), as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Collateral Agent or its agent from and after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable. Regardless of the existence of an Event of Default, Assignor hereby irrevocably assigns to Collateral Agent the immediate right to receive directly from Seller and Insight Mobile any and all payments, proceeds, monies, damages and awards arising from the Acquisition Agreement Document Undertakings and the Acquisition Agreement Document Indemnities; provided that Collateral Agent shall not enforce such assignment against Seller or Insight Mobile, as applicable, unless an Event of Default has occurred and is continuing.

S. Bank National Association may at any time give notice of its resignation to the Lenders and the Parent Borrower or, if [[Co-Collateral Agent:Organization]] is a Defaulting Lender, may be required to resign upon receipt of a notice of termination from the Required Lenders and such resignation shall become effective on the date set forth in any such notice. Upon any such resignation, [[Co-Collateral Agent:Organization]] shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents as Co-Collateral Agent and any reference herein to the Co-Collateral Agent shall refer to the Administrative Agent.

For purposes of determining compliance with the conditions specified in this [Section 3], the Administrative Agent, Co-Collateral Agent and each Lender party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, Co-Collateral Agent or such Lender, unless the Administrative Agent shall have received written notice from such Person prior to the Amendment No. 6 Effective Date specifying its objection thereto.

“Secured Parties” means, collectively, the Collateral Agent, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

Collateral Agent Appointed Attorney-in-Fact. The Company hereby appoints the Collateral Agent as its attorney-in-fact (it being understood that the Collateral Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company from time to time in the Collateral Agent’s discretion (exercised at the written direction of the Administrative Agent or the Required Lenders, as the case may be), after the occurrence and during the continuation of an Event of Default, to take any action and to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, such appointment as true and lawful attorney shall include any and all of the following powers with respect to all or any of the Collateral: # to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, # to ask or demand for, collect, receive and give acquittance for payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, # to commence, compound and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any proceeds thereof and to enforce any other right in respect of any Collateral, # to defend any suit, action or proceeding brought against the Company with respect to any Collateral, # to settle, compromise, compound, prosecute, defend or adjust any suit, action or proceeding and, in connection therewith, to give such discharges or releases or to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto as the Collateral Agent may deem appropriate, # to cause the Company to intervene in any suit, action or proceeding with respect thereto and # generally, to sell, charge, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and the Company’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary or appropriate to protect, preserve or realize upon the Collateral and the Secured Parties’ Liens thereon for the ratable benefit of the Secured Parties and to effect the intent of this Agreement, all as fully and effectively as the Company might do. The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this clause is irrevocable during the term of this Agreement and is coupled with an interest.