Common use of Administration of Collateral Clause in Contracts

Administration of Collateral. (i) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee to serve as Collateral Trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will serve as Collateral Trustee hereunder, for the benefit solely and exclusively of the present and future Secured Parties, and, subject to the Intercreditor Agreement and the Indenture, as applicable: (A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and the Security Documents that it may deem reasonably necessary to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (F) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an opinion of counsel to the effect that the amendment was permitted under Section 8; and (G) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section 7. (ii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3(c)(i) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (iii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Transaction Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties (provided, that if provided by the terms thereof or with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Liens securing the Note Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations).

Administration of Collateral. (i) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee Agent to serve as Collateral Trustee Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee Agent will serve as Collateral Trustee Agent hereunder, for the benefit solely and exclusively of the present and future Secured Parties, andand will, subject to Section 6 hereof, and subject to the Intercreditor Agreement and the Indenture, as applicableAgreement: (A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and Agreement, the Security Documents that and applicable law and as it may deem reasonably necessary be directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (F) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an opinion of counsel and Officer’s Certificate and an opinion of counsel to the effect that the amendment was permitted under Section 8; and (G) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section 7. (ii) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to the undertaking of the Collateral Trustee Agent set forth in Section 3(c)(i) and agrees to each of the other provisions of this Agreement applicable to the Collateral TrusteeAgent. (iii) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Secured Obligations will be secured equally and ratably by the Transaction Liens established in favor of the Collateral Trustee Agent for the benefit of the Secured Parties (provided, that if provided by the terms thereof or with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Liens securing the Note Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations)Parties.

Administration of Collateral. (i) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee Agent to serve as Collateral Trustee Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee Agent will serve as Collateral Trustee Agent hereunder, for the benefit solely and exclusively of the present and future Secured Parties, andand will, subject to Section 6 hereof, and subject to the Intercreditor Agreement and the Indenture, as applicableAgreement: (A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and Agreement, the Security Documents that and applicable law and as it may deem reasonably necessary be directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (F) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an opinion of counsel and Officer’s Certificate and an opinion of counsel to the effect that the amendment was permitted under Section 8; and (G) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section 7. (ii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3(c)(i) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (iii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Transaction Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties (provided, that if provided by the terms thereof or with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Liens securing the Note Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations).

Administration of Collateral. (i) Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee to serve as Collateral Trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will serve as Collateral Trustee hereunder, for the benefit solely and exclusively of the present and future Secured Parties, and, subject to the Intercreditor Agreement Credit Agreement, the Note Indenture and the Indentureeach Additional Parity Lien Facility, as applicable: (A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and the Security Documents that it may deem reasonably necessary to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (F) will execute and deliver the Vessel Mortgages and the other Security Documents, including any Vessel Mortgages and any other Security Documents with respect to After-Acquired Property as authorized under Section 3(c)(iv); (G) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an opinion Opinion of counsel Counsel to the effect that the amendment was permitted under Section 8; and (GH) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section 7. (ii) Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3(c)(i) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (iii) Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Transaction Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties Parties. (providediv) Each Secured Party (acting through the Credit Agreement Administrative Agent, that if provided by the terms thereof Trustee or its applicable Additional Authorized Representative, as applicable) hereby authorizes the Collateral Trustee to execute and deliver, for and on behalf of each such Secured Party, on or about the date of this Agreement and at any time following the date of this Agreement, the Vessel Mortgages and the other Security Documents, including any Vessel Mortgages and any other Security Documents with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be secured by Liens (i) that are junior respect to the Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Liens securing the Note Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations)After-Acquired Property.

Administration of Collateral. (i) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee Agent to serve as Collateral Trustee Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee Agent will serve as Collateral Trustee Agent hereunder, for the benefit solely and exclusively of the present and future Secured Parties, andand will, subject to Section 6 hereof, and subject to the Intercreditor Agreement and the Indenture, as applicableAgreement: (A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and Agreement, the Security Documents that and applicable law and as it may deem reasonably necessary be directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (F) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an opinion of counsel to the effect that the amendment was permitted under Section 8; and (G) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section 7. (ii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3(c)(i) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (iii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Transaction Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties (provided, that if provided by the terms thereof or with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Liens securing the Note Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations).