Common use of Collateral Agent Clause in Contracts

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of First-Priority Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First First-Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First First-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee this Indenture and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [ReservedIntentionally omitted]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a1) The Collateral Agent is authorized shall have all the rights and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriateprotections provided in the First Lien Security Documents. (b2) Subject to Section 7.016.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the obtaining or maintaining insurance on any Collateral, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any failure to demand, collect, foreclose loss or realize upon or otherwise enforce diminution in the value of any of the First Priority Liens Collateral, by reason of the act or Security Documents omission of any carrier, forwarding agency or any delay other agent or bailee selected by the Trustee in doing sogood faith. (c3) Subject to the First Lien Security Documents and Documents, (i) the Intercreditor Agreements, Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time and (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, ii) except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Holders acknowledge that Collateral Agent will not be obligated: (i) a. to act upon directions purported to be delivered to it by any other Person; (ii) b. to foreclose upon or otherwise enforce any First Priority Lien; or (iii) c. to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d4) The Collateral Agent will be accountable only for amounts Holders of Securities agree that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of shall be entitled to the rights, powersprivileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Security, by accepting such Security, consents to the Trustee under Article 7 hereofterms of and authorizes and directs the Trustees (in each of their capacities) and the Collateral Agent to enter into and perform the Security Documents in each of their capacities thereunder. (f) [Reserved]. (g5) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted directs the Trustees to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders Holders of the First Priority Lien Obligations or second priority lien obligations so Incurredincurred, the Trustee and Holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent agrees that it will hold the security interests in the Collateral created under the Collateral Documents to which it is a party as contemplated by this Indenture, and any and all proceeds thereof, for the benefit of, the Secured Parties, without limiting the Collateral Agent’s rights, including under this Section 8.02, to act in preservation of the security interest in the Collateral. The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate; provided, however, that no Collateral Agent hereunder shall be personally liable by reason of any act or omission of any other Collateral Agent hereunder. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness effectiveness, or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, including without limitation not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements, Mortgages or any filings with respect to the U.S. Patent and Trademark Office or U.S. Copyright Office. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given to it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee or any representatives of the Trustee as required or permitted by this Indenture Indenture, and any other representativesonly if indemnified to its satisfaction, the Collateral Agent will not be obligated: (i) to act upon directions direction purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority LienLien created under the Collateral Documents; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Collateral Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Collateral Documents. (e) In acting as Collateral Agent or co-hereunder and under the Collateral AgentDocuments, the Collateral Agent and each co-Collateral Agent may shall be entitled to conclusively rely upon and enforce each and all of the rights, powersprivileges, immunities, indemnities and benefits of the Trustee under Article 7 hereof6 of the Base Indenture; provided that in that context any references in such Article 6 of the Base Indenture to “Trustee” shall be references to “Collateral Agent” and references to “negligence” shall be references to “gross negligence”. Without limiting the immediately preceding sentence, the Collateral Agent shall be entitled to compensation, reimbursement and indemnity in the same manner as the Trustee as provided in Section 6.06 of the Base Indenture. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant Notwithstanding any provision to the terms contrary contained elsewhere in the Indenture and the Collateral Documents, the duties of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating shall be ministerial and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement administrative in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurrednature, the Trustee and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Collateral Documents, to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, or any other party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture and the Collateral Documents, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in the Indenture 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 reflect only an administrative relationship between independent contracting parties. (h) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustee or the Issuer referring to the Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” (i) No provision of this Indenture or any Collateral Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders or the Trustee unless it shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture or the Collateral Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under any Mortgage or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Collateral Agent shall at any time be entitled to cease taking any action described in this clause (i) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (j) The parties hereto and the Holders hereby authorized agree and acknowledge that neither the Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Indenture, the Collateral Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under the Indenture and the Collateral Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and reserves the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed to) enter hereunder or relating to the discharge, release or threatened release of hazardous materials into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderenvironment.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Notes Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]. (g) If The Holders agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsCollateral Agent shall be entitled to the rights, in privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each caseHolder, permitted to be so Incurred and secured pursuant by accepting such Note, consents to the terms of this Indenture at any time when no applicable intercreditor agreement is and authorizes and directs the Trustee (in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, each of its capacities) and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially and perform each of the same terms as an Intercreditor Agreement and Security Documents in effect on each of its capacities thereunder. (g) At all times when the Issue Date) with a designated agent or representative for Trustee is not itself the holders of the First Priority Lien Obligations or second priority lien obligations so IncurredCollateral Agent, the Issuers will deliver to the Trustee and copies of all Security Documents delivered to the Collateral Agent shall (and is hereby authorized copies of all documents delivered to the Collateral Agent pursuant to this Indenture and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Company hereby appoints American Stock Transfer & Trust Company, LLC to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents and the Intercreditor Agreement. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents and the Intercreditor Agreement. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security DocumentsCollateral Documents and the Intercreditor Agreement, for the creation, perfection, priority, sufficiency or protection of any First Third-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Third-Priority Liens or Security Collateral Documents or the Intercreditor Agreement or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture or as required or permitted by the Collateral Documents and any other representativesthe Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Third-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Third-Priority Liens, Security Documents Collateral Documents, the Intercreditor Agreement or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Third-Priority Liens or Security Documentsthe Collateral Documents and the Intercreditor Agreement. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing all Collateral Documents and the Intercreditor Agreement is concurrently retired, and (ii) delivers delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee Collateral Documents and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderIntercreditor Agreement.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Senior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of Table of Contents the Senior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Senior Lien Intercreditor Agreement Agreement) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuers will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If the Issuers Incur any Other Second-Lien Obligations or any Junior Lien Obligations and deliver to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Customary Intercreditor Agreement with a designated agent or representative for the holders of the Other Second-Lien Obligations or the Junior Lien Obligations, as applicable, so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized to) enter into such Customary Intercreditor Agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Parity Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (g) If the Issuer Issuers (i) Incurs additional Incur First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Company hereby appoints Xxxxx Fargo Bank, N.A. to act as Collateral Agent, and the Collateral Agent shall have the duties, rights, indemnities, privileges, powers and immunities of the Collateral Agent as set forth herein and in the Security Documents. The Company and the Guarantors hereby agree that the Collateral Agent or its nominee shall hold the Collateral, on a first-priority basis, in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriatedeliver the Security Documents. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any First Priority LienNotes Lien with respect to the Notes, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Notes Liens with respect to the Notes or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienNotes Lien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensNotes Liens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Notes Liens with respect to the Notes, the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company shall deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant Notwithstanding any provision to the terms of contrary contained elsewhere in this Indenture at and the Security Documents, the Collateral Agent shall not have any time when no applicable intercreditor agreement is duties or responsibilities, except those expressly set forth in effect this Indenture and in the Security Documents, nor shall the Collateral Agent have or at be deemed to have any time when Indebtedness constituting First Priority Lien Obligations fiduciary relationship with the Trustee, any Holder, the Company or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredany Guarantor, and (ii) delivers no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent shall not be construed 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 Officers’ Certificate so stating administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture and requesting the Security Documents, the Collateral Agent shall exercise or refrain from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly entitled to enter into an intercreditor agreement (on substantially take or assert under this Indenture and the same terms as an Intercreditor Agreement in effect on Security Documents, including the Issue Date) with a designated agent exercise or representative for the holders of the First Priority Lien Obligations remedies pursuant to Article 6, and any action so taken or second priority lien obligations so Incurred, not taken shall be deemed consented to by the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderHolders.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one will hold (directly or more through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral Agents as it deems necessary or appropriatecreated by the Security Documents. (b) Subject The Collateral Agent will not be obligated: (1) to Section 7.01act upon directions purported to be delivered to it by any Person; (2) to foreclose upon or otherwise enforce any Lien; or (3) to take any other action whatsoever with regard to any or all of the Security Documents, neither the Liens created thereby or the Collateral. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Agent to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Agent to execute and deliver to the Company, at the Company’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Company in connection with any sale, reclassification or other disposition of Collateral to the extent such sale, reclassification or other disposition, and such release of Liens, is permitted by the terms of this Indenture and the Security Documents. (d) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under the Security Documents or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. The Collateral Agent hereby disclaims any representation or warranty to each current and future Holder of the Securities and Note Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. (e) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness effectiveness, or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, including without limitation not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements or any other filings. (cf) Subject The Company shall furnish to the Trustee, at such time as required by the TIA, such Opinions of Counsel and certificates or opinions of engineers, appraisers or other experts as may be required by Section 314(b) or 314(d) of the TIA and shall take such other action as may be necessary to cause TIA Section 314(d) relating to the release of Collateral from the security interests created by this Indenture and the Security Documents to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. A Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or in any Affiliate of the Company and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any of the foregoing for the Company. The Trustee and the Collateral Agent shall be entitled to receive and rely upon a certificate provided by any such Person confirming that such Person is independent within the foregoing definition. (g) In acting under this Indenture and, whether or not expressly stated therein, under each other Notes Document, the Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to the Trustee in Article 7 hereof, including without limitation, the right to compensation and indemnity set forth in Section 7.07, as if the references to Trustee in such applicable provisions of Article 7 were references to Collateral Agent. (h) The Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence or willful misconduct as determined by a non-appealable final order or judgment of a court of competent jurisdiction. No implied covenants, functions, responsibilities, duties, obligations or liabilities, whether arising under statute, common law or otherwise shall be read into this Indenture, Security Documents or the Intercreditor AgreementsAgreement, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture 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 reflect only an administrative relationship between independent contracting parties. The Collateral Agent will not be required to take any action that is contrary to applicable law or any provision of this Indenture, the Security Documents or the Intercreditor Agreement and will not have any duty to take any discretionary action or exercise any discretionary powers. Prior to taking any action, the Collateral Agent will be subject entitled to such directions as may be given it by seek direction from the Trustee from time to time or the Holders of a majority in aggregate principal amount of the Securities outstanding. (as required or permitted by i) No provision of this Indenture). Subject to , the Security Documents and or the Intercreditor AgreementsAgreement will require the Collateral Agent to advance or expend any of its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder or thereunder (or any omission to perform or take any action at the request or direction of the Holders) unless it has been provided with security or indemnity satisfactory to the Collateral Agent against any and all loss, except liability or expense which may be incurred by it by reason of taking or continuing to take or omitting to take such action relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreement, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as directed by a result of the Trustee as required presence at, or permitted by release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this Indenture and paragraph (i) if it no longer reasonably deems any other representativesindemnity, security or undertaking from the Company or the Holders to be sufficient. (j) Beyond the exercise of reasonable care in the custody of Collateral in its possession or control, the Collateral Agent will not be obligated: (i) have no duty as to act upon directions purported any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to be delivered to it by preservation of rights against prior parties or any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateralrights pertaining thereto. (dk) The Collateral Agent will may resign or be accountable only for amounts that it actually receives removed and a successor collateral agent be appointed, all in accordance with the provisions of Section 7.08 and 7.09 hereof, as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-if references to Trustee therein were references to Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor Agreements, except Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First securing Second Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (i) Each Buyer hereby (a) appoints CNH as the collateral agent hereunder and under the Security Documents (in such capacity, the "Collateral Agent"), and (b) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer's behalf in accordance with the terms hereof and thereof. The Collateral Agent is authorized and empowered to appoint one shall not have, by reason hereof or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01the Security Documents, neither the Trustee nor a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of their respective its officers, directors, employeesemployees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or the Security Documents except to the extent caused by its own gross negligence or willful misconduct, attorneys and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the "Collateral Agent Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or agents will be responsible consequential, arising from or liable for in connection with the existence, genuineness, value performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, for 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 creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any instructions of the First Priority Liens or Security Documents or any delay holders of at least a majority in doing so. (c) Subject to principal amount of the Security Documents Notes then outstanding, and the Intercreditor Agreementssuch instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent will shall not be subject required to such directions as may be given it by take any action which, in the Trustee from time to time (as required or permitted by this Indenture). Subject to reasonable opinion of the Security Documents and the Intercreditor AgreementsCollateral Agent, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, exposes the Collateral Agent will not be obligated: (i) to act upon directions purported liability or which is contrary to be delivered to it by this Agreement or any other Person;Transaction Document or applicable law. (ii) The Collateral Agent shall be entitled to foreclose rely upon any written notices, statements, certificates, orders or otherwise enforce other documents or any First Priority Lien; ortelephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement, the Security Agreement or any of the Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result may resign from the performance of all its functions and duties hereunder and under the Notes and the Security Documents at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the enforcement Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment as provided below. Upon any such notice of resignation, the holders of a majority of the First Priority Liens or Security Documents. (e) In acting outstanding principal under the Notes shall appoint a successor Collateral Agent. Upon the acceptance of the appointment as Collateral Agent or co-Collateral Agent, the such successor Collateral Agent shall succeed to and each co-Collateral Agent may conclusively rely upon and enforce each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the Trustee retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under Article 7 hereof. (f) [Reserved]. (g) If this Agreement, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsNotes and the Security Documents. After any Collateral Agent's resignation hereunder, in each case, permitted to be so Incurred and secured pursuant to the terms provisions of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject Section 4(o) shall inure to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the its benefit. If a successor Collateral Agent an Officers’ Certificate shall not have been so stating and requesting appointed within said ten (10) Business Day period, the retiring Collateral Agent to enter into an intercreditor agreement (on substantially the same terms shall then appoint a successor Collateral Agent who shall serve until such time, if any, as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of a majority of the First Priority Lien Obligations or second priority lien obligations so Incurred, outstanding principal under the Trustee and the Notes appoint a successor Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderas provided above.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Securities Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Securities Liens, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Securities Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing the Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents Intercreditor Agreements and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing the Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing the Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.017.01 hereof, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security DocumentsDocuments or Intercreditor Agreement, or liability in connection with enforcing the provisions of these documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Subordinated Lien, or for any defect or deficiency as to any such matters, matters or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Subordinated Liens or Security Documents or any delay in doing so. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords to its own property, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agent or other agent or bailee selected by the Collateral Agent in good faith. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Subordinated Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce and shall have each and all of the rights, privileges, protections, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security Documents

Collateral Agent. (a) The Company has appointed Wilmington Trust Company to serve as the Collateral Agent for the benefit of the holders of the Notes and Term Loans and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Administrative Agent or as the Trustee under this Indenture. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent's Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent's Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Administrative Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representativesthe Term Loan Agreement. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency Agreement by and among the Company, the Guarantors, the Trustee, the Administrative Agent and the Collateral Agent. Except as directed by the holders of a majority in principal amount of the Notes and the Term Loans then outstanding, voting together as a single class, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensSecurity Documents, Security Documents the Liens created thereby or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens Collateral Agent's Lien or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]VII. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Company (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriateprotections provided in the First Lien Security Documents. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the First Lien Security Documents and the First Lien Intercreditor AgreementsAgreement, (i) the Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time and (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, ii) except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the holders acknowledge that Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts holders of Notes agree that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of shall be entitled to the rights, powersprivileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee under Article 7 hereof(in each of its capacities) and the Collateral Agent to enter into and perform the First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (f) [Reserved]. (ge) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement the First Lien Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers directs the Trustee to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the First Lien Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Article 7, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsCollateral Agent shall be entitled to the rights, in privileges, protections, immunities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each caseHolder of a Note, permitted to be so Incurred and secured pursuant by accepting such Note, consents to the terms of this Indenture at any time when no applicable intercreditor agreement is and authorizes and directs the Trustee (in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, each of its capacities) and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially and perform the same terms as an Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) The Trustee or the Collateral Agent, in taking any action under the Security Documents, shall be entitled to receive, if requested, as a condition to take any action, an Officers’ Certificate and Opinion of Counsel to the effect on that such action does not violate this Indenture or the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so IncurredSecurity Documents, and the Trustee and or the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderbe fully protected relying thereon.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Sections 7.01 and 7.12, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Intercreditor Agreements and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture ABL Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject ABL Obligations entitled to an existing the benefit of the First Lien/Second Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as the case may be, is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the First Lien/Second Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as the case may be) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations ABL Obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and empowered immunities provided in the Note Security Documents and, additionally, shall have all the rights (including indemnification rights), benefits, privileges, protections, indemnities and immunities in its dealings under the Note Security Documents as are provided to appoint one or more co-Collateral Agents as it deems necessary or appropriatethe Trustee under this Indenture, including, but not limited to, Article 7, and under applicable law, all of which are incorporated herein mutatis mutandis. (ba) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (Except as required or permitted by this Indenture). Subject to the Note Security Documents and Documents, the Intercreditor AgreementsHolders, except as directed by the Trustee as required or permitted by this Indenture and any other representativesaccepting a Note, acknowledge that the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person, except in accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any First Priority LienLien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Note Security Documents (including any Lien granted thereunder) or Collateral. (db) The Collateral Agent will be accountable only for amounts that it actually receives as Each Holder, by accepting a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral AgentNote, the Collateral Agent consents and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant agrees to the terms of this Indenture at the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any time when no applicable intercreditor agreement is Permitted Intercreditor Agreement as the same may be in effect or at may be amended from time to time in accordance with their terms and this Indenture and any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Permitted Intercreditor Agreement is concurrently retiredAgreement, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating authorizes and requesting directs the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Note Security Documents and any Permitted Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in effect accordance therewith. For the avoidance of doubt, the Collateral Agent will have no discretion under this Indenture or the Note Security Documents and will not be required to make or give any determination, consent, approval, request or direction without the written direction of the Majority Holders, or the Trustee, as applicable. After the occurrence of an Event of Default, the Trustee may (but will not be obligated to) direct the Collateral Agent in connection with any action required or permitted by this Indenture. (c) None of the Collateral Agent or any of its Affiliates will (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction) or under or in connection with any Note Security Document or any Permitted Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of any Guarantor, or any Officer thereof, contained in this Indenture, the Note Security Documents or any Permitted Intercreditor 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 Indenture, the Note Security Documents or any Permitted Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement, or for any failure of any Guarantor or any other party to this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement to perform its obligations hereunder or thereunder. (d) Other than in connection with a release of Collateral permitted under Section 17.04, in each case that the Collateral Agent may or is required hereunder to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder, the Collateral Agent may seek direction from the Majority Holders. The Collateral Agent will not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Majority Holders. If the Collateral Agent requests direction from the Majority Holders, with respect to any Action, the Collateral Agent will be entitled to refrain from such Action until the Collateral Agent will have received direction from the Majority Holders, and the Collateral Agent will not incur liability to any Person by reason of so refraining. (e) Neither the Trustee in any of its capacities hereunder nor the Collateral Agent will be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee in any of its capacities hereunder and Collateral Agent hereby disclaim any representation or warranty to the present and future Holders of Notes concerning the perfection of the liens granted hereunder or in the value of any of the Collateral. (f) In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state, provincial or local law or expose the Collateral Agent to reputational harm, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset, at the expense of the Company, to a court appointed receiver, or to take any other actions that would prevent the Collateral Agent from attracting liability or exposing it to reputational harm. The parties hereto and the Holders hereby agree that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, any Permitted Intercreditor Agreement, the Note Security Documents or any actions taken pursuant hereto or thereto and will not be liable to any Person for any environmental claims or any environmental liabilities or contribution actions under any federal, state, provincial or local law, rule or regulation, including any Environmental Laws, by reason of the Collateral Agent’s actions, omissions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge, release, leak, spill, migration, emission or deposit, or threatened discharge, release, leak, spill, migration, emission or deposit, of any hazardous materials into the environment. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, any Permitted Intercreditor Agreement and the Note Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. (g) The Collateral Agent is entitled to compensation, reimbursement and indemnity as set forth in Section 7.06. (h) The Collateral Agent will not be deemed to have knowledge of any fact or matter (including, without limitation, a Default or Event of Default) unless written notice of such fact or matter is provided to a Responsible Officer of the Collateral Agent, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article 6 hereof or the Majority Holders (subject to this Section 17.02). (i) Notwithstanding anything to the contrary in this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement (including without limitation the obligation to give, execute, deliver, file, record, authorize or obtain any UCC financing or continuation statements or similar documents or instruments as shall be necessary to (i) create, preserve, perfect or validate the security interest granted to the Collateral Agent pursuant to this Indenture and the Note Security Documents or (ii) enable the Collateral Agent to exercise and enforce its rights under this Indenture and the Note Security Documents with respect to such pledge and security interest), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Note Security Documents or the security interests or Liens intended to be created thereby. In addition, the Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Issuer in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security interest created in the Collateral or the perfection and priority of such security interest. (j) Before the Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the Guarantors, it may require an Officer’s Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 18.05 hereof. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. (k) After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action required or permitted by this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement. (l) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Company or any Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the Note Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture, any Note Security Document or any Permitted Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Majority Holders or as otherwise provided in the Note Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing. (m) Notwithstanding anything to the contrary contained in this Indenture, any Permitted Intercreditor Agreement or the Note Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient. (n) Upon the receipt by the Collateral Agent of a written request of the Issuer signed by an Officer (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Note Security Document to be executed after the Issue Date. Such Security Document Order shall (i) with state that it is being delivered to the Collateral Agent pursuant to, and is a designated agent or representative for Security Document Order referred to in, this Section 17.02(o), and (ii) instruct the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee Collateral Agent to execute and enter into such Note Security Document and the Collateral Agent shall (without any obligation to review or negotiate the terms of such Note Security Document) sign any such Note Security Document. Any such execution of a Note Security Document shall be at the direction and is expense of the Issuer, upon delivery to the Collateral Agent of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Note Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorized authorize and directed to) direct the Collateral Agent to execute such Note Security Documents without risk of liability. Notwithstanding the foregoing, in no event shall the Collateral Agent be required to execute and enter into any such intercreditor agreementNote Security Document if the Collateral Agent determines in its reasonable discretion that such Note Collateral Document is reasonably likely to adversely affect any of the Collateral Agent’s rights, bind benefits, immunities, privileges or indemnities hereunder, require the Holders on Collateral Agent to expend or risk its own funds or cause the terms set forth therein and perform and observe its obligations thereunderCollateral Agent to incur any loss, liability or expense.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents (each, a “Co-Collateral Agent”) as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Securities Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Securities Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Securities Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Securities Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Securities Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) Wilmington Trust FSB will serve as the Collateral Agent for the benefit of the Holders of the Notes and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent’s Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent’s Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Working Capital Facility Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representativesthe Collateral Agency and Intercreditor Agreement. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency and Intercreditor Agreement. Except as provided in the Collateral Agency and Intercreditor Agreement and otherwise, except as directed by the Holders of a majority in principal amount of the Notes and the principal amount of all loans made and the face amount of all letters of credit issued under the Working Capital Facility Agreement then outstanding (or, if no loans or letters of credit are then outstanding but the commitment to make such loans or issue letters of credit remains then in effect, of such commitments then in effect), voting together as a single class, the Collateral Agent will not be obligatedobligated or permitted: (i) to act upon directions purported to be delivered to it by any other Person;; or (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any Lien or other action whatsoever with regard remedy at law or pursuant to any or all of the First Priority Liens, Security Documents or CollateralDocument. (de) The Collateral Agent is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents, as the case may be. The Collateral Agent is further authorized to establish the Cash Collateral Account to receive, maintain and from which to distribute funds in accordance with the applicable provisions of this Indenture or the Security Documents, as the case may be, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. (f) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens Collateral Agent’s Lien or Security Documents. (eg) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of as set forth in the Trustee under Article 7 hereofCollateral Agency Agreement. (fh) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement the Security Documents. (on substantially i) The Collateral Agent shall have all the same terms as an Intercreditor Agreement rights and protections provided in effect on the Issue DateSecurity Documents. (j) with a designated agent or representative for the holders The Collateral Agent shall have all of the First Priority Lien Obligations or second priority lien obligations so Incurredrights, the Trustee and duties, liabilities immunities specified as those of the Collateral Agent shall (in Section 4.10, Section 4.11, Section 4.20, Section 4.22, Section 4.23, Section 4.24, Section 4.25, and is hereby authorized and directed to) enter into such intercreditor agreement, bind Article 11 or the Holders on the terms set forth therein and perform and observe its obligations thereunderdefinition of “Appraised Certified Value” in Section 1.01 or elsewhere in this Indenture.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Lien in favor of Second Lien Claims (a “Second Priority Lien”), or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Company (i) Incurs additional incurs First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture Claims at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject Claims entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders Holders of the First Priority Lien Obligations or second priority lien obligations Claims so Incurredincurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust, National Association to act as Collateral Agent, and the Collateral Agent shall have the duties, rights, indemnities, privileges, powers and immunities of the Collateral Agent as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, each of the Collateral Agent and the Mortgage Tax Collateral Agent are authorized and empowered to appoint one or more co-Collateral Agents or co-Mortgage Tax Collateral Agents, as it applicable, as each deems necessary or appropriate. (b) Subject Neither the Trustee (subject to Section 7.01, neither the Trustee ) nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so; provided, however, that nothing in this Section 11.02(b) shall alter the Collateral Agent’s obligations under Section 7.02 of the Security Agreement. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First First-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First First-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant shall deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreements and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreements and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Priority Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered protections provided in the Security Documents and the applicable Intercreditor Agreement and shall have no responsibility to appoint one exercise any discretionary power or more co-right provided in any Security Document except as expressly required pursuant to the Security Documents or the applicable Intercreditor Agreement or to ensure the existence, genuineness, value or protection of any Collateral Agents or to ensure the legality, enforceability, effectiveness or sufficiency of the Security Documents or the creation, perfection, priority, sufficiency or protection of any Lien or any defect or deficiency as it deems necessary or appropriateto any such matters. (b) The Trustee is authorized and directed to (i) enter into the Fist Lien Intercreditor Agreement, (ii) appoint the Collateral Agent as the Collateral Agent and to authorize the Collateral Agent (and the Holders hereby authorize the Collateral Agent) to enter into the First Lien Intercreditor Agreement and the Security Documents for the benefit of the Holders, (iii) bind the Holders on the terms as set forth in the Security Documents and the First Lien Intercreditor Agreement, (iv) perform and observe the Trustee’s obligations and exercise its rights (and the Trustee and the Holders hereby authorize and direct the Collateral Agent to perform and observe its obligations and exercise its rights) under the First Lien Intercreditor Agreement and the Security Documents, and (v) execute and deliver (and the Holders hereby authorize and direct the Collateral Agent to execute and deliver) any other Intercreditor Agreement, in each case to the extent not prohibited by the other provisions of this Indenture or the Securities. (c) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, Lien or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Notwithstanding anything to the contrary in this Indenture and the Security Documents (but subject to Sections 4.05 and 4.09), the Company and the Guarantors shall be permitted to enter into an asset backed loan facility (an “ABL Facility” and the Obligations thereunder, the “ABL Obligations”) after the Issue Date. Upon receipt of an instruction letter from the Company, addressed to the Trustee and the Collateral Agent: (1) (i) in the event that the Company enters into the ABL Facility as described in the first sentence of this Section, the Trustee shall (and the Trustee and the Holders hereby authorize and direct the Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement to, on its own behalf and on behalf of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral AgentLien Secured Parties under this Indenture), enter into the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Senior Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and any other documents or agreements reasonably necessary in connection with the ABL Facility and take such action necessary to terminate the First Lien Intercreditor Agreement and (ii) delivers to thereafter, in the event such ABL Facility has been terminated and all ABL Facility Obligations have been terminated, the Trustee shall (and the Trustee and the Holders hereby authorize and direct the Collateral Agent an Officers’ Certificate so stating to, on its own behalf and requesting on behalf of the First Lien Secured Parties under this Indenture), enter into the First Lien Intercreditor Agreement; (2) the Trustee shall (and the Trustee and the Holders hereby authorize and direct the Collateral Agent to, on its own behalf and on behalf of the First Lien Secured Parties under this Indenture), enter into, (or to authorize the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Dateinto) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized to enter into, the Security Agreement and directed tosuch other Security Documents or modify such other Security Documents, and to take such other actions as are necessary to create, attach or perfect the Lien and security interest of the Collateral Agent in the Collateral under this Indenture, the Securities or the Security Documents or to give effect to the relative priorities with respect thereto as described in the Senior Lien Intercreditor Agreement and the First Lien Intercreditor Agreement, including, without limitation, any actions necessary to terminate or cancel any agreements with respect to Obligations that have been terminated as described above; and (3) enter into such intercreditor agreement, bind the Holders on Trustee is hereby authorized to cause and shall cause the terms set forth therein and Collateral Agent to perform and observe its obligations thereunderthe foregoing actions.

Collateral Agent. (a) The Issuers hereby acknowledge the appointment of Xxxxx Fargo Bank, National Association as Collateral Agent in accordance with the terms of the Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents, the Intercreditor Agreement and the Real Property Collateral Management Agreement, and acknowledge that the Collateral Agent is authorized pursuant to the Intercreditor Agreement to execute and empowered to deliver the Security Documents, the Intercreditor Agreement and the Real Property Collateral Management Agreement and that the Collateral Agent may appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Pari-Passu Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Pari-Passu Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this the Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this the Indenture and any other representativesor as required or permitted by the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienPari-Passu Lien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensPari-Passu Liens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Pari-Passu Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereofVII, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Issuers will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is shall have all the rights and protections provided in the Security Documents. If and to the extent permitted under the Security Documents, the Collateral Agent shall be authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or and appropriate. (b) Subject to Section 7.017.01 hereof, neither the Trustee Trustee, Collateral Agent nor the Collateral Paying Agent, Registrar and Transfer Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing the First Priority LienLien Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and Documents, the Intercreditor Agreements, Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)time. Subject to the Security Documents and the Intercreditor AgreementsDocuments, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Holders acknowledge that the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any Lien securing the First Priority LienLien Obligations; or (iii) to take any other action whatsoever with regard to any or all of the Liens securing the First Priority LiensLien Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien incurs ABL Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement Intercreditor Agreement is in effect or at any time when Indebtedness constituting First Priority Lien ABL Obligations or second priority lien obligations subject entitled to an existing the benefit of the Intercreditor Agreement Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement Agreements in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien ABL Obligations or second priority lien obligations so Incurredincurred, the Trustee and Holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. (e) Unless otherwise provided in the Security Documents, in acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may rely upon and enforce each and all rights and benefits of the Trustee under Article 7 hereof and shall be subject to the duties of the Trustee thereunder to the extent applicable to the actions of a collateral agent under the Security Documents.

Collateral Agent. (a) The If required for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Company, the Trustee, the Collateral Agent and the Security Trustee, as applicable, shall have the power to appoint, and shall take all reasonable action to appoint, one or more Persons approved by the Trustee and reasonably acceptable to the Company to act as co-Collateral Agent or co-Security Trustee, as applicable, with respect to any such Collateral, with such rights and powers limited to those deemed necessary, advisable or appropriate for the Company, the Trustee, the Collateral Agent or the Security Trustee to comply with any such legal requirements with respect to such Collateral, and which rights and powers shall not be inconsistent in any material respect with the provisions of this Indenture or any other Securities Document. In addition to the foregoing, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Obligations under the Securities Documents, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security securing the Obligations under the Securities Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee or the Holders in accordance with Section 6.12 from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Collateral Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received from the Trustee or the Holders in accordance with Section 6.12 hereunder, except the Collateral Agent shall follow the directions received pursuant to the Collateral Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives pursuant to the Collateral Documents or the Senior Lien Intercreditor Agreement or as expressly required by the Collateral Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person;. (ii2) to foreclose upon or otherwise enforce any First Priority Lien; orLien securing the Obligations under the Securities Documents. (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Obligations under the Securities Documents, Security the Collateral Documents or the Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security securing the Obligations under the Securities Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to Following the Security Documents and the Intercreditor AgreementsSpringing Lien Trigger Date, the Collateral Agent (subject to the terms of the Intercreditor Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Following the Springing Lien Trigger Date, the Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]Following the Springing Lien Trigger Date, the Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and in the Offering Memorandum and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents following the Springing Lien Trigger Date. (g) If Following the Issuer Springing Lien Trigger Date, if the Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement Intercreditor Agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementIntercreditor Agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreements and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreements and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Priority Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Company (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing the Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents First Lien/Second Lien Intercreditor Agreement and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the First Lien/Second Lien Intercreditor Agreements, except Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing the Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing the Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Trustee will act as Collateral Agent. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Note Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Note Liens or Security Documents or for any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee and as required or permitted by this Indenture and any other representativesIndenture, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Note Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Note Liens, Security Documents or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Note Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]7. (g) If Each successor Trustee will become the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the successor Collateral Agent an Officers’ Certificate so stating as and requesting when the Collateral Agent to enter into an intercreditor agreement (on substantially successor Trustee becomes the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderTrustee.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Obligations under this Indenture or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Obligations under this Indenture or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given to it pursuant to the Security Documents and by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor Agreementsdirections received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (iA) to act upon directions purported to be delivered to it by any other Person; (iiB) to foreclose upon or otherwise enforce any First Priority LienLien securing Obligations under this Indenture; or (iiiC) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Obligations under this Indenture (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Obligations under this Indenture or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof7. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness Debt constituting First Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent Agent, pursuant to the terms of the Collateral Trust and Intercreditor Agreement, to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement. (h) At all times when the Trustee is not itself the Collateral Agent, bind the Holders on Issuers will deliver in accordance with Section 12.02 to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If an Issuer (i) Incurs Junior Lien Obligations at any time when the Intercreditor Agreement is not in effect and (ii) delivers to the Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent, pursuant to the terms set forth therein of the Collateral Trust and perform Intercreditor Agreement, to enter into an intercreditor agreement on substantially the same terms as the Intercreditor Agreement with a designated agent or representative for the holders of the Junior Lien Obligations so Incurred, the Trustee shall (and observe its obligations thereunderis hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First 1.5 Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First 1.5 Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents terms of the New Intercreditor Agreement and the Existing Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First 1.5 Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First 1.5 Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First 1.5 Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Security Documents described herein and in the Offering Circular and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Senior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Senior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Senior Lien Intercreditor Agreement Agreement) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuers will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If the Issuers Incur any Other Second-Lien Obligations or any Junior Lien Obligations and deliver to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Customary Intercreditor Agreement with a designated agent or representative for the holders of the Other Second-Lien Obligations or the Junior Lien Obligations, as applicable, so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized to) enter into such Customary Intercreditor Agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Issuer hereby appoints Deutsche Bank National Trust Company to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust, National Association to act as Collateral Agent, and the Collateral Agent shall have the duties, rights, indemnities, privileges, powers and immunities of the Collateral Agent as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, each of the Collateral Agent and the Mortgage Tax Collateral Agent are authorized and empowered to appoint one or more co-Collateral Agents or co-Mortgage Tax Collateral Agents, as it applicable, as each deems necessary or appropriate. (b) Subject Neither the Trustee (subject to Section 7.01, neither the Trustee ) nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so; provided, however, that nothing in this Section 11.02(b) shall alter the Collateral Agent’s obligations under Section 7.02 of the Security Agreement. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Issuer shall deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If Neither the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee nor the Collateral Agent, in each casetheir capacities as such hereunder, permitted shall be deemed to be so Incurred and secured pursuant owe any fiduciary duty to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Lien Notes or the holders of any First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderObligations.

Collateral Agent. (a) The Collateral Agent shall have all of the rights and protections provided in the Security Documents and is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor AgreementsCollateral Agent will be subject to directions received pursuant to the Security Documents (unless the applicable Security Document expressly provides that the Indenture controls, except in which case the Indenture shall control). Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral AgentAgent under this Indenture and the Security Documents, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) The Collateral Agent shall take all actions and deliver all documents reasonably requested by the Issuer or a Subsidiary Guarantor in connection with a Permitted Reflagging Transaction.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Sections 7.01 and 7.12, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture (but subject to the Intercreditor Agreements) and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]. (g) If The holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Obligations under this Indenture or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Obligations under this Indenture or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given to it pursuant to the Security Documents and by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor Agreementsdirections received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (iA) to act upon directions purported to be delivered to it by any other Person; (iiB) to foreclose upon or otherwise enforce any First Priority LienLien securing Obligations under this Indenture; or (iiiC) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Obligations under this Indenture (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Obligations under this Indenture or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof7. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness Debt constituting First Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent Agent, pursuant to the terms of the Collateral Trust and Intercreditor Agreement, to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement. (h) At all times when the Trustee is not itself the Collateral Agent, bind the Holders on Issuers will deliver to the Trustee in accordance with Section 12.02 copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If an Issuer (i) Incurs Junior Lien Obligations at any time when the Intercreditor Agreement is not in effect and (ii) delivers to the Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent, pursuant to the terms set forth therein of the Collateral Trust and perform Intercreditor Agreement, to enter into an intercreditor agreement on substantially the same terms as the Intercreditor Agreement with a designated agent or representative for the holders of the Junior Lien Obligations so Incurred, the Trustee shall (and observe its obligations thereunderis hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered to appoint one or more co-Collateral Agents protections provided in the Security Documents, as it deems necessary or appropriatewell as the rights and protections, as applicable, set forth in Article VII. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the obtaining or maintaining insurance on any Collateral, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any failure to demand, collect, foreclose loss or realize upon or otherwise enforce diminution in the value of any of the First Priority Liens Collateral, by reason of the act or Security Documents omission of any carrier, forwarding agency or any delay other agent or bailee selected by the Trustee in doing sogood faith. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, (i) the Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time and (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, ii) except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the holders acknowledge that Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts holders of Notes agree that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of shall be entitled to the rights, powersprivileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee under Article 7 hereof(in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (f) [Reserved]. (ge) If the Issuer Issuers (i) Incurs additional Incur First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement the Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers direct the Trustee to deliver to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) Each Holder of the Securities, by its acceptance of a Security, authorizes and directs the Trustee to appoint U.S. Bank National Association to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Company and the Guarantors hereby agree that the Collateral Agent, or an agent or bailee of the Collateral Agent, shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01501, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so, except in the case of gross negligence or willful misconduct. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 Five hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.017.01 hereof, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Subordinated Lien, or for any defect or deficiency as to any such matters, matters or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Subordinated Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Subordinated Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security Documents

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Pari Passu Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Secured Notes Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights (including indemnification rights), powers, benefits, privileges, protections, indemnities and empowered immunities provided in the Note Security Documents and, additionally, shall have all the rights (including indemnification rights), benefits, privileges, protections, indemnities and immunities in its dealings under the Note Security Documents as are provided to appoint one or more co-Collateral Agents as it deems necessary or appropriatethe Trustee under this Indenture, including, but not limited to, Article 7, and under applicable law, all of which are incorporated herein mutatis mutandis. (ba) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (Except as required or permitted by this Indenture). Subject to the Note Security Documents and Documents, the Intercreditor AgreementsHolders, except as directed by the Trustee as required or permitted by this Indenture and any other representativesaccepting a Note, acknowledge that the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person, except in accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any First Priority LienLien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Note Security Documents (including any Lien granted thereunder) or Collateral. (db) The Collateral Agent will be accountable only for amounts that it actually receives as Each Holder, by accepting a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral AgentNote, the Collateral Agent consents and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant agrees to the terms of this Indenture at the Note Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and any time when no applicable intercreditor agreement is Permitted Intercreditor Agreement as the same may be in effect or at may be amended from time to time in accordance with their terms and this Indenture and any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Permitted Intercreditor Agreement is concurrently retiredAgreement, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating authorizes and requesting directs the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Note Security Documents and any Permitted Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in effect on accordance therewith. For the Issue Date) with a designated agent avoidance of doubt, the Collateral Agent will have no discretion under this Indenture or representative for the holders Note Security Documents and will not be required to make or give any determination, consent, approval, request or direction without the written direction of the First Priority Lien Obligations Majority Holders, or second priority lien obligations so Incurredthe Trustee, as applicable. After the occurrence of an Event of Default, the Trustee and may (but will not be obligated to) direct the Collateral Agent shall in connection with any action required or permitted by this Indenture. (c) None of the Collateral Agent or any of its Affiliates will (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction) or under or in connection with any Note Security Document or any Permitted Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and is hereby authorized and directed tonon-appealable decision) enter into such intercreditor agreementor (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, bind statement, representation, warranty, covenant or agreement made by the Holders on Issuer or any Guarantor or Affiliate of any Guarantor, or any Officer thereof, contained in this Indenture, the terms set forth therein and Note Security Documents or any Permitted Intercreditor 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 Indenture, the Note Security Documents or any Permitted Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement, or for any failure of any Guarantor or any other party to this Indenture, the Note Security Documents or any Permitted Intercreditor Agreement to perform and observe its obligations hereunder or thereunder.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust Company to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Third-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Third-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Third-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Third-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Third-Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered protections provided in the Security Documents and the applicable Intercreditor Agreement and shall have no responsibility to appoint one exercise any discretionary power or more co-right provided in any Security Document except as expressly required pursuant to the Security Documents or the applicable Intercreditor Agreement or to ensure the existence, genuineness, value or protection of any Collateral Agents or to ensure the legality, enforceability, effectiveness or sufficiency of the Security Documents or the creation, perfection, priority, sufficiency or protection of any Lien or any defect or deficiency as it deems necessary or appropriateto any such matters. (b) The Trustee is authorized and directed to (i) enter into the First Lien Intercreditor Agreement, (ii) appoint the Collateral Agent as the Collateral Agent and to authorize the Collateral Agent (and the Holders hereby authorize the Collateral Agent) to enter into the First Lien Intercreditor Agreement and the Security Documents for the benefit of the Holders, (iii) bind the Holders on the terms as set forth in the Security Documents and the First Lien Intercreditor Agreement, (iv) perform and observe the Trustee’s obligations and exercise its rights (and the Trustee and the Holders hereby authorize and direct the Collateral Agent to perform and observe its obligations and exercise its rights) under the First Lien Intercreditor Agreement and the Security Documents, and (v) execute and deliver (and the Holders hereby authorize and direct the Collateral Agent to execute and deliver) any other Intercreditor Agreement, in each case to the extent not prohibited by the other provisions of this Indenture or the Securities. (c) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, Lien or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of Notwithstanding anything to the enforcement of contrary in this Indenture and the First Priority Liens or Security Documents. Documents (e) In acting as Collateral Agent or co-Collateral Agentbut subject to Sections 4.05 and 4.09), the Collateral Agent Company and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, Guarantors shall be permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement asset backed loan facility (on substantially an “ABL Facility” and the same terms as an Intercreditor Agreement in effect on Obligations thereunder, the “ABL Obligations”) after the Issue Date) with a designated agent or representative for . Upon receipt of an instruction letter from the holders of the First Priority Lien Obligations or second priority lien obligations so IncurredCompany, addressed to the Trustee and the Collateral Agent Agent: (1) (i) in the event that the Company enters into the ABL Facility as described in the first sentence of this Section, the Trustee shall (and is the Trustee and the Holders hereby authorized authorize and directed direct the Collateral Agent to) , on its own behalf and on behalf of the First Lien Secured Parties under this Indenture), enter into the Senior Lien Intercreditor Agreement and any other documents or agreements reasonably necessary in connection with the ABL Facility and take such intercreditor agreementaction necessary to terminate the First Lien Intercreditor Agreement and (ii) thereafter, bind in the event such ABL Facility has been terminated and all ABL Facility Obligations have been terminated, the Trustee shall (and the Trustee and the Holders hereby authorize and direct the Collateral Agent to, on its own behalf and on behalf of the terms set forth therein and perform and observe its obligations thereunder.First Lien Secured Parties under this Indenture), enter into the

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Parity Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If the Issuer Issuers (i) Incurs additional First Incur First–Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor Agreements, except Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements and the Security Documents described herein and in the Offering Circular and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Lien Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Company has appointed Wilmington Trust Company to serve as the Collateral Agent for the benefit of the holders of the Notes and the Term Loans and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Administrative Agent or as the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent's Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent's Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Administrative Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents Agreement and the Intercreditor AgreementsIndenture. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency Agreement by and among the Company, except the Guarantors, the Trustee, the Administrative Agent and the Collateral Agent. Except as directed by the Trustee holders of a majority in principal amount of the Notes and the Term Loans then outstanding, voting together as required or permitted by this Indenture and any other representativesa single class, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensSecurity Documents, Security Documents the Liens created thereby or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Collateral Agent's Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee Administrative Agent under Article 7 hereof. (f) [Reserved]VIII. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Administrative Agent copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If the Issuer (i) Incurs additional First Incur First–Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more subagents or co-Collateral Agents collateral agents as it deems necessary or appropriate. (b) Subject The Collateral Agent shall have all the rights and protection provided in the Collateral Documents as well as the rights and protections afforded to Section 7.01, neither the Trustee nor in Sections 7.2 and 7.7; provided, however, that the Company shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Collateral Agent nor any of their respective officers, directors, employees, attorneys through the Collateral Agent’s own willful misconduct or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing sogross negligence. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsDocuments, except as directed by the Trustee as required or permitted by this Indenture and any other representativesIndenture, the Holders acknowledge that the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing the Notes; or (iii3) to take any other action whatsoever with regard to any or all of Liens securing the First Priority LiensNotes, Security the Collateral Documents or the Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or Agent, co-collateral agent or sub-collateral agent, the Collateral Agent, the Collateral Agent and each co-Collateral Agent collateral agent and each sub-collateral agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereofVII. (e) The Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral Documents. Without limiting the generality of the foregoing, the Collateral Agent: (1) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing; (2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Collateral Documents that the Collateral Agent is required to exercise as directed in writing by Holders of a majority of the aggregate principal amount of the outstanding Notes; provided the Collateral Agent may refuse to follow any direction that conflicts with law or this Indenture, the Notes, the Collateral Documents or the Indenture Subordination Agreement or, subject to Sections 7.1 and 7.2, that the Collateral Agent determines is unduly prejudicial to the rights of other Holders or would involve the Collateral Agent in personal liability; provided, further, however, that the Collateral Agent may take any other action deemed proper by the Collateral Agent that is not inconsistent with such direction; and (3) shall not be liable for any action taken or not taken by it (A) with the consent or at the request of Holders of a majority of the aggregate principal amount of the outstanding Notes or (B) in the absence of its own gross negligence or willful misconduct or (C) in reliance on an Officers’ Certificate stating that such action is permitted by the terms of this Indenture. (f) [Reserved]The Company shall make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Company) the security interest created by the Collateral Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Collateral Documents) as a perfected security interest with the priority required by the Collateral Documents and the Indenture Subordination Agreement. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted The Company shall furnish to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent at least thirty (30) days prior to the anniversary of the Issue Date in each year an Officers’ Certificate and Opinion of Counsel, dated as of such date, either (i) (x) stating that such action has been taken with respect to the recording, filing, re-recording, and re-filing of this Indenture or the Collateral Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Collateral Documents securing the Note Obligations under applicable law to the extent required by the Collateral Documents other than any action as described therein to be taken, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been executed and filed that are necessary, as of such date, to maintain the perfection (to the extent required by the Collateral Documents) of the security interests of the Collateral Agent securing the Note Obligations thereunder and under the Collateral Documents with respect to the Collateral; provided that if there is a required filing of a continuation statement or other instrument within a succeeding 12-month period from such date, and such continuation statement or amendment is not effective if filed at the time of the Opinion of Counsel, such Opinion of Counsel may so state and in that case the Company shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Note Obligations, or (ii) stating that no such action is necessary to maintain such Liens or security interests. (h) In the event that the Collateral Agent is requested to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right to not follow such direction, to resign as Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. Neither the Trustee nor the Collateral Agent will be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and is hereby authorized conduct as authorized, empowered and directed to) enter hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into such intercreditor agreement, bind the environment. Neither the Trustee nor the Collateral Agent shall be responsible for any loss incurred by the Holders on by the terms set forth therein and perform and observe its obligations thereunderCollateral Agent’s refusal to take actions to acquire title or other actions that may result in it being considered an “owner or operator”.

Collateral Agent. (a) The Issuer hereby appoints the Trustee to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreements, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First First-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First First-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate, provided, however, that no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.