Common use of Collateral Agent and Representative Clause in Contracts

Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent for the Priority Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the [Trustees] (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, and (c) the Third Lien Collateral [Agent][Trustee] is entering into this Agreement in its capacity as [agent][trustee and collateral trustee] under the Third Lien Debt Documents and the provisions of Section [ ] of the Third Lien Debt Agreement applicable to the [Agents][Trustees] (as defined therein) thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] shall be pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable].

Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent for the Priority Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the [Trustees] (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, and (c) the Third Lien Collateral [Agent][Trustee] is entering into this Agreement in its capacity as [agent][trustee and collateral trustee] under the Third Lien Debt Documents and the provisions of Section [ [___] of the Third Lien Debt Agreement applicable to the [Agents][Trustees] (as defined therein) thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] shall be pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable].

Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative collateral agent under the Revolving First Lien Credit Agreement and collateral agent for the Priority Secured Parties and the provisions of Article XI X of the Revolving Credit Agreement and Article XI of the Term Loan First Lien Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreementtherein) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Notes Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents Notes Indenture (and not in its individual capacity) and the provisions of Article Articles VII and Article XI XII of the Second Lien Notes Indenture applicable to the [Trustees] Agents (as defined therein) thereunder shall also apply to the Second Lien Notes Collateral Agent hereunder, hereunder and (c) the Third Lien Collateral [Agent][Trustee] each other Representative party hereto is entering into this Agreement in its capacity as [agent][trustee and collateral trustee] under trustee or agent for the Third Lien secured parties referenced in the applicable Additional Senior Priority Debt Documents Document or Additional Second Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of Section [ ] of the Third Lien Debt Agreement such agreement applicable to the [Agents][Trustees] (as defined therein) such Representative thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] such Representative hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under Notwithstanding anything in this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] contrary, no provision of this Agreement shall be pursuant to written direction from require the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under Notes Collateral Agent to monitor any Grantor’s financial condition, compliance with covenants or any other circumstance bearing on the risk of non-payment, except as may be expressly provided in the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable]Indenture.

Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Senior Credit Facilities Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent for under the Priority Secured Parties Senior Credit Agreement and the provisions of Article XI Section 10 of the Revolving Credit Agreement and Article XI of the Term Loan Senior Credit Agreement applicable to the Agents Collateral Agent (as defined in the Revolving Credit Agreementtherein) thereunder shall also apply to the First Lien Senior Credit Facilities Collateral Agent hereunder, (b) the Second Lien Senior Notes Collateral Agent is entering into this Agreement in its capacity as notes collateral agent under the Second Lien Debt Documents Senior Secured Notes Indenture and the Security Agreement (as defined in the Senior Secured Notes Indenture) and not in its individual or corporate capacity, and the provisions of Article VII and Article XI of the Second Lien Senior Secured Notes Indenture (including, Articles 7 and 11 thereof) and the Notes Security Agreement granting or extending any rights, protections, privileges, limitations of liability, indemnities and immunities applicable to the [Trustees] Notes Collateral Agent (as defined therein) thereunder shall also apply to the Second Lien Senior Notes Collateral Agent hereunder, hereunder and (c) the Third Lien Collateral [Agent][Trustee] Junior Priority Representative is entering into this Agreement in its capacity as [agent][trustee and collateral trusteeinsert role] under the Third Lien Debt Documents Junior Priority [Agreement] and the provisions of Section [ [insert provision related to the Representative’s duties and obligations under the Junior Priority [Agreement]] of the Third Lien Debt Agreement applicable to the Junior Priority [Agents][TrusteesAgreement] (as defined therein) thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] hereunder. It Junior Priority Representative hereunder and (d) each other Representative party hereto is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under entering into this Agreement to be made by in its capacity as trustee or agent for the Second Lien Collateral Agent [secured parties referenced in the applicable Additional Senior Priority Debt Document or Additional Junior Priority Debt Document (as applicable) and the Third Lien Collateral [Agent][Trustee] corresponding exculpatory and liability-limiting provisions of such agreement applicable to such Representative thereunder shall be pursuant also apply to written direction from the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable]such Representative hereunder.

Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative collateral agent under the Revolving First Lien Credit Agreement and collateral agent for the Priority Secured Parties and the provisions of Article XI X of the Revolving Credit Agreement and Article XI of the Term Loan First Lien Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreementtherein) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents Credit Agreement and the provisions of Article VII and Article XI X of the Second Lien Notes Indenture Credit Agreement applicable to the [Trustees] Agents (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, hereunder and (c) the Third Lien Collateral [Agent][Trustee] each other Representative party hereto is entering into this Agreement in its capacity as [agent][trustee and collateral trustee] under trustee or agent for the Third Lien secured parties referenced in the applicable Additional Senior Priority Debt Documents Document or Additional Second Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of Section [ ] of the Third Lien Debt Agreement such agreement applicable to the [Agents][Trustees] (as defined therein) such Representative thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] such Representative hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under Notwithstanding anything in this Agreement to be made by the contrary, no provision of this Agreement shall require the Second Lien Collateral Agent [and to monitor any Grantor’s financial condition, compliance with covenants or any other circumstance bearing on the Third Lien Collateral [Agent][Trustee] shall risk of non-payment, except as may be pursuant to written direction from expressly provided in the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable]Credit Agreement.