SECTION # Existing Guarantee and Collateral Agreement. (a) The Guarantee and Collateral Agreement hereby amends and restates the Second Lien Guarantee and Collateral Agreement, dated as of April 8, 2005, as reaffirmed and amended by the Reaffirmation Agreement, dated as of April 20, 2007, as further reaffirmed and amended by the Reaffirmation Agreement, dated as of April 19, 2012, and as further reaffirmed by the Reaffirmation Agreement, dated as of June 16, 2015 (as so amended, the “Existing Guarantee and Collateral Agreement”). The obligations of the Reaffirming Parties under, and as defined in, the Existing Guarantee and Collateral Agreement and the grant of security interests in the Collateral by the Grantors under the Existing Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, shall continue under the Guarantee and Collateral Agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by the Guarantee and Collateral Agreement. All references to the Existing Guarantee and Collateral Agreement in any Credit Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Guarantee and Collateral Agreement and the provisions thereof. It is understood and agreed that the Existing Guarantee and Collateral Agreement is being amended and restated by entry into this Agreement on the date hereof. The Grantors hereby acknowledge and confirm each of the financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral that were previously filed in favor of the Collateral Agent, for the benefit of the Secured Parties under the Existing Guarantee and Collateral Agreement shall continue to be in full force and effect in favor of the Collateral Agent, for the benefit of the Secured Parties.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that # no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the collateral documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and # in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to [Section 363(k)], [Section 1129(b)(2)(a)(ii)] or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to [Section 363(k)], [Section 1129(b)(2)(a)(ii)] or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or [[Organization B:Organization]] in its or their respective individual capacities) shall be entitled, upon instructions from the Required [[Organization B:Organization]], for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Supplemental Perfection Certificate and Other Collateral Matters. Concurrently with the delivery of the financial statements referred to in Section 5.06(a) and 5.06(b), a duly completed Supplemental Perfection Certificate signed by a Responsible Officer of the Borrower;

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that, pursuant to [Section 5.08] is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Collateral Agent shall request, consistent with the requirements of [Section 5.08]).

Section # Collateral Documents and Guarantee

SIXTH, if the Second Lien Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement that there are no persons entitled under the Second Lien Guarantee and Collateral Agreement to receive such proceeds or cash, to the Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and

First Lien Guarantee and Collateral Agreement

The provisions of [Schedule 2] apply.

“Equipment”: as defined in the Guarantee and Collateral Agreement.

“Guarantor”: as defined in the Guarantee and Collateral Agreement.