Common use of Collateral Trustee Clause in Contracts

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The In acting as Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust AgreementTrustee, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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 dispositionmay rely upon, and such release of Liens, is permitted by the terms of this Indenture, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the benefits, rights, privilegesprotections, protectionsimmunities and indemnities of and to enforce, each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removed, and the Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee hereunder as if such were provided under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or thereby.

Collateral Trustee. With respect to PAS-3: (a) The Collateral Trustee will hold Customer hereby acknowledges that this Agreement and all rights granted to Customer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (directly or through co-trustees or agentsthe "Trustee"), as the same may be assigned (the "Security Interest") and, subject in and to the Transponder(s) that [***] Filed separately with the Commission pursuant to a request for confidential treatment. may be owned and operated by PanAmSat and which are the subject of this Agreement (and/or the proceeds from the sale or other disposition of all or any portion thereof, or any insurance that may be received by PanAmSat as a result of any loss or destruction of, or damage to, the Transponders identified above). The Security Interest shall be deemed to arise under all security agreements, indentures, mortgages, pledge agreements and other collateral documents between Trustee and PanAmSat, including all renewals, modifications, consolidations or replacements thereto (collectively, the "Collateral Documents"). Notwithstanding the Security Interest, the Trustee agrees that Customer shall continue to have the benefits of this Agreement notwithstanding any default on the part of PanAmSat under the Collateral Documents, so long as (i) Customer is not in default under the terms and conditions of this Agreement, (ii) Customer shall not pay any of its obligations under this Agreement more than 30 days prior to their scheduled payment date under this Agreement, (iii) this Agreement is not supplemented, amended or extended or otherwise modified in any manner which adversely affects the interests of the Intercreditor Agreement, will be entitled to enforce all Liens Trustee on behalf of the holders of the Senior Secured Notes (as defined in the Collateral created Documents) in a degree greater than the manner in which it adversely affects PanAmSat, and (iv) after receipt of notice from the Trustee of a default by PanAmSat under the Collateral Documents, Customer agrees to make, and makes, all payments thereafter as instructed by the Security DocumentsTrustee. (b) Except as Customer acknowledges and consents to the foreclosure, should it occur, upon this Agreement by the Trustee or its designee, successor or assignee, and the consequent replacement of PanAmSat under this Agreement by the Trustee, its designee, successor or assignee, or another purchaser or assignee, provided in the Collateral Trust that any successor to PanAmSat under this Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; expressly assumes PanAmSat's obligations hereunder for the benefit of Customer, and (ii) succeeds to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or substantially all of the Security Documentsright, title, and interest in and to all assets of PanAmSat reasonably necessary for such successor to perform its obligations under this Agreement. Upon such succession and assumption by a party other than the Trustee, the Liens created thereby or Trustee and its successors under this Agreement, other than the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trusteeultimate successor, shall be released from any further liability under this Agreement. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to exercise all rights and to cure any defaults of PanAmSat under this Agreement, within such cure period as may be available to PanAmSat under this Agreement. Upon receipt of notice from the rightsTrustee, privileges, protections, immunities, indemnities Customer agrees to accept such exercise and benefits provided cure by the Trustee and to render all or any part of the performance due by Customer under this Agreement to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (aA) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject Subject to the terms provisions of Section 10.01, neither the Intercreditor AgreementTrustee, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for or liable (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Notes Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Notes Security Documents or any delay in doing so. Neither ; except, in the Trustee nor the Collateral Trustee 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 case of the Collateral Trustee’s Lien in , to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Trustee, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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, including (iv) for the legality, enforceability, effectiveness or sufficiency of the Intercreditor Agreement, or (v) for the legality, enforceability, effectiveness or sufficiency of any subordination agreement or other similar agreement entered into in connection with this Indenture. (B) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture (including those set forth in Article 10), are extended to the filing of any Uniform Commercial Code financing statementsCollateral Trustee, continuation statementsand its agents, Mortgages or any other filings. (f) In acting hereunder receivers and under the other Note Documentsattorneys, and shall be enforceable by, the HoldersCollateral Trustee, as if fully set forth in this Section 11.07 with respect to the Company and the Subsidiary Guarantors agree Collateral Trustee, except that the Collateral Trustee shall only be entitled liable for (and shall be indemnified and held harmless to the extent such losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any Notes Security Document, the Collateral Trustee shall enjoy the rights, privileges, protections, immunities, indemnities immunities and benefits that are extended to the Collateral Trustee hereunder. The Collateral Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (C) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will 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. For the avoidance of doubt, nothing herein shall require the Collateral Trustee to 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 Liens on the Collateral. If, at the direction of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture (subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction), the Trustee or Collateral Trustee agrees to (but shall be under no obligation to do so) file or record any Notes Security Documents or any related financing statement or other similar documents, such filing or recording by the Trustee or Collateral Trustee at the direction of the Holders shall be deemed done by Trustee or Collateral Trustee without representation or warranty by the Trustee or the Collateral Trustee (and the Trustee and the Collateral Trustee disclaim any representation or warranty as to the validity, effectiveness, priority, perfection or otherwise). The Collateral Trustee 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 it accords property held by it as a collateral agent or any similar arrangement, and the Collateral Trustee 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 agency or other agent or bailee selected by the Collateral Trustee in good faith. (D) The Collateral Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby. (E) The Collateral Trustee shall not be required to acquire title to an asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Trustee is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Trustee in its sole discretion believes that any obligation to take or omit to take any action may cause the Collateral Trustee to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not 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 Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (F) The Collateral Trustee may resign or be replaced in accordance with the procedures set forth in Section 10.07 hereof, except that references to the Trustee hereunder as if in such were provided section shall be deemed to be references to the Collateral Trustee for this purpose. If the Collateral Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold shall have all the rights (directly or through co-trustees or agents) including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities provided in the Note Security Documents and, subject 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 the terms Trustee under this Indenture and under applicable law, all of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documentswhich are incorporated herein mutatis mutandis. (b) Except as provided in required or permitted by the Collateral Trust Agreement or as directed Note Security Documents, the Holders, by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreementaccepting a Note, acknowledge that the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any LienLien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Note Security Documents delivered to the Collateral Trustee(including any Lien granted thereunder) or Collateral. (c) By accepting a Security, each Holder is deemed to authorize the The Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien will act pursuant to the terms written instructions of this Indenture the Holders and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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 For the avoidance of doubt, the Collateral Trustee 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 sole responsibility written direction of the Company and Holders of a majority in aggregate principal amount of the Subsidiary Guarantorsthen outstanding Notes 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 Trustee in connection with any action required or permitted by this Indenture. (d) None of the Collateral Trustee or any of its Affiliates will 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). (e) Other than in connection with a release of Collateral permitted under Section 18.04 or as may be required by Section 9.02, in each case that the Collateral Trustee 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 Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Trustee will not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Trustee requests direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Trustee will be entitled to refrain from such Action until the Collateral Trustee will have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Trustee will not incur liability to any Person by reason of so refraining. (f) Neither the Trustee in any of its capacities hereunder nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, genuineness or value or protection 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 legality, enforceability, effectiveness, validity or sufficiency of the Collateral Documentsor any agreement or assignment contained therein, for the creation, perfection, priority, sufficiency or protection validity of the title of any Liengrantor to the Collateral, including for insuring the Collateral or for the payment of any Taxestaxes, charges charges, assessments or assessments Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee in any of its capacities hereunder and Collateral Trustee 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. (g) In the event that the Collateral Trustee 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 any defect or deficiency as to any such mattersthe benefit of another, or, except as may be provided which in the Collateral Trust AgreementTrustee’s sole discretion may cause the Collateral Trustee, for as applicable, to be considered an “owner or operator” under any failure to demand, collect, foreclose or realize upon environmental laws or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor cause the Collateral Trustee nor 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 Trustee to reputational harm, the Collateral Trustee reserves the right, instead of their respective officerstaking such action, directorseither to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset, employeesat the expense of the Company, attorneys to a court appointed receiver, or agents to take any other actions that would prevent the Collateral Trustee from attracting liability or exposing it to reputational harm. The Collateral Trustee will not be responsible liable to any Person for any environmental claims or liable for making any filings environmental liabilities or recordings to perfect contribution actions under any federal, state, provincial or maintain the perfection local law, rule or regulation, including any Environmental Laws, by reason of the Collateral Trustee’s Lien 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. (h) The Collateral Trustee is entitled to compensation, reimbursement and indemnity as set forth in the CollateralSection 7.06. (i) The Collateral Trustee will not be deemed to have knowledge of any fact or matter (including, including without limitation, the filing a Default or Event of any Uniform Commercial Code financing statements, continuation statements, Mortgages Default) unless such fact or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled matter is actually known to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to a Responsible Officer of the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) andand is directed by each Holder to so hold, subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of Priority Lien Obligations and Junior Lien Obligations (if any), all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the provisions of the Collateral Trust Agreement. (b) Neither the Company nor any of its Affiliates and no Secured Debt Representative may serve as Collateral Trustee. (c) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligatedobligated to: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither The Company and the Trustee nor Guarantors will indemnify the Collateral Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with this Indenture, including defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to (1) its gross negligence, willful misconduct or bad faith or (2) its breach of this Indenture or any Security Document. The Collateral Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Collateral Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Collateral Trustee will cooperate in the defense. The Collateral Trustee may have separate counsel and the Company will pay the reasonable fees and out-of-pocket expenses of such counsel. Neither the Company nor any of their respective officersGuarantor need pay for any settlement made without its consent, directors, employees, attorneys or agents shall which consent will not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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 Collateralunreasonably withheld. The actions described in clauses (i) through (iii) shall be the sole responsibility obligations of the Company and the Subsidiary GuarantorsGuarantors under this Section 12.04(d) will survive the satisfaction and discharge of this Indenture. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. With respect to PAS-3: (a) The Collateral Trustee will hold Buyer hereby acknowledges that this Agreement and all rights granted to Buyer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (directly or through co-trustees or agentsthe "Trustee"), as the same may be assigned (the "Security Interest") and, subject in and to the Transponder(s) that may be owned and operated by PanAmSat and which are the subject of this Agreement (and/or the proceeds from the sale or other disposition of all or any portion thereof, or any insurance that may be received by PanAmSat as a result of any loss or destruction of, or damage to, the Transponders identified above). The Security Interest shall be deemed to arise under all security agreements, indentures, mortgages, pledge agreements and other collateral documents between Trustee and PanAmSat, including all renewals, modifications, consolidations or replacements thereto (collectively, the "Collateral Documents"). Notwithstanding the Security Interest, the Trustee agrees that Buyer shall continue to have the benefits of this Agreement notwithstanding any default on [***] Filed separately with the Commission pursuant to a request for confidential treatment. the part of PanAmSat under the Collateral Documents, so long as (i) Buyer is not in default under the terms and conditions of this Agreement, (ii) Buyer shall not pay any of its obligations under this Agreement more than 30 days prior to their scheduled payment date under this Agreement, (iii) this Agreement is not supplemented, amended or extended or otherwise modified in any manner which adversely affects the interests of the Intercreditor Agreement, will be entitled to enforce all Liens Trustee on behalf of the holders of the Senior Secured Notes (as defined in the Collateral created Documents) in a degree greater than the manner in which it adversely affects PanAmSat, and (iv) after receipt of notice from the Trustee of a default by PanAmSat under the Collateral Documents, Buyer agrees to make, and makes, all payments thereafter as instructed by the Security DocumentsTrustee. (b) Except as Buyer acknowledges and consents to the foreclosure, should it occur, upon this Agreement by the Trustee or its designee, successor or assignee, and the consequent replacement of PanAmSat under this Agreement by the Trustee, its designee, successor or assignee, or another purchaser or assignee, provided in the Collateral Trust that any successor to PanAmSat under this Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; expressly assumes PanAmSat's obligations hereunder for the benefit of Buyer, and (ii) succeeds to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or substantially all of the Security Documentsright, title, and interest in and to all assets of PanAmSat reasonably necessary for such successor to perform its obligations under this Agreement. Upon such succession and assumption by a party other than the Trustee, the Liens created thereby or Trustee and its successors under this Agreement, other than the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trusteeultimate successor, shall be released from any further liability under this Agreement. (c) By accepting a SecurityThe Trustee shall be entitled to exercise all rights and to cure any defaults of PanAmSat under this Agreement, each Holder is deemed within such cure period as may be available to authorize PanAmSat under this Agreement. Upon receipt of notice from the Collateral Trustee, Buyer agrees to accept such exercise and cure by the Trustee and to release render all or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant part of the performance due by Buyer under this Agreement to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents and the Intercreditor AgreementTrustee. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officersProvided that Buyer performs its payment and other obligations under this Agreement, directors, employees, attorneys or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, assignment, notice, instrument of further assurance or other instrument after payment 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 full of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable Purchase Price for the existenceBuyer's Transponders, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness, or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including payment of any Taxes, charges or assessments Trustee shall release its lien upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.Buyer's

Collateral Trustee. (a) By their acceptance of the Notes, the Holders of the Notes will automatically appoint the Collateral Trustee to act as their agent with respect to all matters related to the Collateral and all matters related to the Intercreditor Agreement. The Collateral Trustee will act for the benefit of the holders of: (1) the Notes; and (2) all other Parity Lien Debt outstanding from time to time, including the Existing Notes. (b) The Collateral Trustee will hold (directly or through co-trustees or agents) and), subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of the Notes and the other Parity Lien Debt, all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the limitations and other provisions of the Intercreditor Agreement. (bc) Except as provided in the Collateral Trust Intercreditor Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither Without the consent of any Holder, the Issuers, the Guarantors, the Trustee nor and the Collateral Trustee nor any of their respective officers, directors, employees, attorneys may enter into one or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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 more amendments and/or restatements of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys Intercreditor Agreement 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents Agreement (or any delay in doing so. Neither new intercreditor agreement or collateral trust agreement on terms substantially similar to the Trustee nor Intercreditor Agreement or the Collateral Trustee nor Trust Agreement (or on terms not materially adverse to the Holders) (as determined in good faith by the Partnership)) to: (1) cure any ambiguity, omission, mistake, defect or inconsistency; (2) increase the amount or types of their respective officers, directors, employees, attorneys Indebtedness covered thereby that may be incurred by any Issuer or agents will be responsible or liable for making Guarantor that is subject thereto (including the addition of provisions relating to new Indebtedness ranking junior to the Notes); provided that such Indebtedness is incurred in compliance with this Indenture; (3) add Guarantors thereto; (4) further secure the Notes (including any filings or recordings to perfect or maintain the perfection of the Collateral Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or Additional Notes); or (5) make any other filingssuch change thereto that does not adversely affect the rights of Holders in any material respect. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, Indenture and the Security Documents and the Intercreditor AgreementDocuments. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code UCC financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder The Company shall furnish to the Trustee, at such time as required by the TIA, such Opinions of Counsel and under 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 Note Documentsaction 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 HoldersTrustee 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 Subsidiary Guarantors agree that foregoing for the Company. The Trustee and the Collateral Trustee 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) The Collateral Trustee shall be entitled to all of the rights, privileges, protections, immunities, indemnities privileges and benefits provided immunities granted to the Trustee hereunder as if such were provided in Article 7 hereof, including without limitation, the right to the Collateral Trustee.compensation and indemnity set forth in Section 7.07. [Signature Page Follows]

Collateral Trustee. (a) The Company has appointed Wilmington Trust, National Association to serve as the Collateral Trustee will hold for the benefit of the holders of: (1) the Notes; and (2) all other Shared Lien Obligations outstanding from time to time. (b) The Collateral Trustee (directly or through co-trustees trustees, agents or sub-agents) andwill hold, subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of Shared Lien Obligations, all Liens on the Shared Collateral created by the Security DocumentsDocuments for their benefit, subject to the provisions of the Intercreditor Agreement (if then in effect). (bc) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Shared Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (cd) By accepting a Security, each Each Holder is deemed to authorize hereby authorizes and directs the Trustee and Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien act pursuant to the Security Documents, and to enter into such documents, instruments and agreements (in recordable form, if requested), and to take such further actions, as may be necessary or as the Priority Lien Collateral Agent (if any) may reasonably request to effectuate the terms of this Indenture of, and the Security Documents. By accepting a SecurityLien priorities contemplated by, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents Trust Agreement and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Trustee may, from time to time, appoint one or more Collateral Trustees hereunder. Each such Collateral Trustee will hold (directly may be delegated any one or through co-trustees more of the duties or agents) and, subject to rights of the terms of Trustee hereunder or under the Collateral Documents or 129 the Intercreditor Agreement, will . The Collateral Trustee shall be entitled a Person who would be eligible to enforce all Liens on act as Trustee under this Indenture. Each such Collateral Trustee shall have the rights and duties as may be specified in an agreement between the Trustee and such Collateral created by Trustee. U.S. Bank National Association shall be the Security Documents. (b) Except initial Collateral Trustee and is authorized to appoint co-Collateral Trustees as provided necessary in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, its sole discretion. Neither the Collateral Trustee will not nor any of its respective officers, directors, employees or agents shall be obligated: (i) liable for failure to act demand, collect or realize upon directions purported any of the Collateral or for any delay in doing so or shall be under any obligation to be delivered to it by any Person; (ii) to foreclose upon sell or otherwise enforce dispose of any Lien; or (iii) Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any or all of the Security Documents, the Liens created thereby or the Collateralpart thereof. The Company will deliver powers conferred on the Collateral Trustee hereunder are solely to each Parity Lien Representative copies of all Security Documents delivered to protect the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize 's interest in the Collateral and shall not impose any duty upon the Collateral Trustee to release or subordinate exercise any such powers. The Collateral Trustee shall be accountable only for amounts that is permitted to be soldit actually receives as a result of the exercise of such powers, 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 neither the Collateral Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or failure 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 act under this Indenture, except for its own gross negligence or willful misconduct. (b) The Trustee and the Security Collateral Trustee are authorized and directed to (i) enter into the Collateral Documents and the Intercreditor Agreement, (ii) bind the Holders on the terms as set forth therein and (iii) perform and observe its obligations under the Collateral Documents and the Intercreditor Agreement. (dc) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for If (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx granted under the Security Documents Company or any agreement Guarantor Incurs First Lien Obligations at any time when no Intercreditor Agreement is in effect or instrument contemplated hereby or therebyat any time when a First Lien Obligation Period is not in effect, and (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, Mortgage, 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 Company delivers to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor an Officers' Certificate so stating and requesting the Collateral Trustee nor any to enter into an Intercreditor Agreement (which may be an amendment, replacement, modification or restatement of their respective officersa prior Intercreditor Agreement) with substantially the same terms as the prior Intercreditor Agreement, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection in favor of the Collateral Trustee’s First Lien in the CollateralAgent, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee 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. (d) If: (i) the Company or any Guarantor at any time intends to Incur any Indebtedness to be entitled to secured by Second Priority Liens, other than then existing Second Lien Obligations ("Other Second Lien Obligations"), and (ii) the rightsproposed indenture, privilegesagreement or other instrument governing such Other Second Lien Obligations provides that, protectionsnotwithstanding the date, immunitiesmanner or order of grant, indemnities and benefits provided to the Trustee hereunder as if such were provided attachment or perfection of any Second Priority Liens granted to the Collateral Trustee.Trustee under the Collateral Documents securing existing Second Lien Obligations ("Liens Securing Existing Second Lien Obligations") or of any Second Priority Liens granted to the holders of Other Second Lien Obligations or any agent or representative for the holders of Other Second Lien Obligations ("Liens Securing Other Second Lien Obligations"), the Liens Securing Existing Second Lien Obligations and the Liens Securing Other Second Lien Obligations shall be of equal dignity, priority and rank, and

Collateral Trustee. (a) The Collateral Trustee will hold Customer hereby acknowledges that this Agreement and all rights granted to Customer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (directly or through co-trustees or agentsthe "Trustee"), as the same may be assigned (the "Security Interest") and, subject in and to the terms Transponder(s) that may be owned and operated by PanAmSat and which are the subject of this Agreement (and/or the Intercreditor Agreementproceeds from the sale or other disposition of all or any portion thereof, will or any insurance that may be entitled received by PanAmSat as a result of any loss or destruction of, or damage to, the Transponders identified above). The Security Interest shall be deemed to enforce arise under all Liens on the Collateral created by the Security Documents.security agreements, indentures, mortgages, pledge agreements and other collateral documents between Trustee and PanAmSat, including all renewals, modifications, consolidations or replacements thereto (b) Except as Customer acknowledges and consents to the foreclosure, should it occur, upon this Agreement by the Trustee or its designee, successor or assignee, and the consequent replacement of PanAmSat under this Agreement by the Trustee, its designee, successor or assignee, or another purchaser or assignee, provided in the Collateral Trust that any successor to PanAmSat under this Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; expressly assumes PanAmSat's obligations hereunder for the benefit of Customer, and (ii) succeeds to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or substantially all of the Security Documentsright, title, and interest in and to all assets of PanAmSat reasonably necessary for such successor to perform its obligations under this Agreement. Upon such succession and assumption by a party other than the Trustee, the Liens created thereby or Trustee and its successors under this Agreement, other than the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trusteeultimate successor, shall be released from any further liability under this Agreement. (c) By accepting a SecurityThe Trustee shall be entitled to exercise all rights and to cure any defaults of PanAmSat under this Agreement, each Holder is deemed within such cure period as may be available to authorize PanAmSat under this Agreement. Upon receipt of notice from the Collateral Trustee, Customer agrees to accept such exercise and cure by the Trustee and to release render all or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant part of the performance due by Customer under this Agreement to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents and the Intercreditor AgreementTrustee. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled deemed an express third party beneficiary of this Section 10.2. This Section 10.2 shall be self-operative and no further instrument of subordination shall be required by any security agreement, mortgage or other document reflecting the Security Interest to the rightsmake this subordination effective. In confirmation of such acknowledged subordination, privileges, protections, immunities, indemnities and benefits provided to Customer shall execute promptly any instrument or certificate which PanAmSat or the Trustee hereunder as if such were provided to the Collateral Trusteemay reasonably request.

Collateral Trustee. (aA) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject Subject to the terms provisions of Section 10.01, neither the Intercreditor AgreementTrustee, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for or liable (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Security Documents or any delay in doing so. Neither ; except, in the Trustee nor the Collateral Trustee 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 case of the Collateral Trustee’s Lien in , to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Trustee, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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, including (iv) the Intercreditor Agreement or (v) any subordination agreement or other similar agreement entered into in connection with this Indenture. (B) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture (including those set forth in Article 10), are extended to the filing of any Uniform Commercial Code financing statementsCollateral Trustee, continuation statementsand its agents, Mortgages or any other filings. (f) In acting hereunder receivers and under the other Note Documentsattorneys, and shall be enforceable by, the HoldersCollateral Trustee, as if fully set forth in this Section 11.07 with respect to the Company and the Subsidiary Guarantors agree Collateral Trustee, except that the Collateral Trustee shall only be entitled liable for (and shall be indemnified and held harmless to the extent such losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any Security Document, the Collateral Trustee shall enjoy the rights, privileges, protections, immunities, indemnities immunities and benefits that are extended to the Collateral Trustee hereunder. The Collateral Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care. (C) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will 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. For the avoidance of doubt, nothing herein shall require the Collateral Trustee to 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 Liens on the Collateral. If, at the direction of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture (subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction), the Trustee or Collateral Trustee agrees to (but shall be under no obligation to do so) file or record any Security Documents or any related financing statement or other similar documents, such filing or recording by the Trustee or Collateral Trustee at the direction of the Holders shall be deemed done by Trustee or Collateral Trustee without representation or warranty by the Trustee or the Collateral Trustee (and the Trustee and the Collateral Trustee disclaim any representation or warranty as to the validity, effectiveness, priority, perfection or otherwise). The Collateral Trustee 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 it accords property held by it as a collateral agent or any similar arrangement, and the Collateral Trustee 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 agency or other agent or bailee selected by the Collateral Trustee in good faith. (D) The Collateral Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby. (E) The Collateral Trustee shall not be required to acquire title to an asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Trustee is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Trustee in its sole discretion believes that any obligation to take or omit to take any action may cause the Collateral Trustee to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not 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 Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (F) The Collateral Trustee may resign or be replaced in accordance with the procedures set forth in Section 10.07 hereof, except that references to the Trustee hereunder as if in such were provided section shall be deemed to be references to the Collateral Trustee for this purpose. If the Collateral Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Trustee.

Collateral Trustee. (a) The Trustee and each of the Holders by acceptance of the Notes hereby acknowledges appointment of the Collateral Trustee will hold as collateral trustee under this Indenture and the Security Documents and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Trustee to (directly or through co-trustees or agentsi) andexecute and enter into and make any representations in the Security Documents, (ii) bind the Trustee and such Holder on the terms as set forth in the Security Documents and (iii) take such action on its behalf under the provisions of this Indenture, the Collateral Trust Agreement, and the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. In addition, the Trustee and each of the Holders, by acceptance of the Notes hereby authorizes the Collateral Trustee to act at the direction of the Trustee (acting at the direction of the requisite percentage of the Holders), subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by this Indenture and the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligatedobliged: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will shall deliver to each Parity Lien Permitted Fixed Asset Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a SecurityNotwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, each Holder is the Collateral Trustee shall not have any duties or responsibilities hereunder nor shall the Collateral Trustee have or be deemed to authorize have any fiduciary relationship with the Trustee, any Holder, the Company or any Guarantor, and 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 Trustee. Except as expressly otherwise provided in this Indenture and the Collateral Trust Agreement, the Collateral Trustee shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Trustee is expressly entitled to take or assert under this Indenture and the Security Documents, including the exercise of remedies pursuant to Article 6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders. (d) None of the Collateral Trustee or any of its respective Affiliates shall (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) or under or in connection with the Security Documents or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), 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 Company or any Guarantor or Affiliate of any Guarantor, or any officer or Related Person thereof, contained in this or any Indenture, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Trustee under or in connection with, this or any other Indenture or the Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this or any other Indenture or Security Documents, or for any failure of the Company or any Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Trustee or any of its respective Affiliates shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this or any other Indenture or the Security Documents or to inspect the properties, books, or records of the Company or any Guarantor or any of their Affiliates. (e) The Collateral Trustee and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Company or any Guarantor or any of their Affiliates as though it was not the Collateral Trustee hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge that, pursuant to such activities, the Collateral Trustee or its respective Affiliates may receive information regarding the Company or any Guarantor or any of their Affiliates (including information that may be subject to confidentiality obligations in favor of any such Person) and acknowledge that the Collateral Trustee shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein shall impose or imply any obligation on the part of the Collateral Trustee to release advance funds. (f) The Trustee agrees that it shall not (and shall not be obliged to), and shall not instruct the Collateral Trustee to, unless specifically requested to do so by a majority of the Holders, take or subordinate any Collateral that is permitted cause to be soldtaken any action to enforce its rights under this Indenture or against any Guarantor, reclassified including the commencement of any legal or released equitable proceedings, to foreclose any Lien on, or be subject otherwise enforce any security interest in, any of the Collateral. If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to a Priority Lien the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Trustee pursuant to the terms of this Indenture and the Security Documents. By accepting a SecurityIndenture, each Holder is deemed to authorize or (ii) payments from the Collateral Trustee in excess of the amount required to execute and deliver be paid to the CompanyTrustee pursuant to Article 6, the Trustee shall promptly turn the same over to the Collateral Trustee, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Trustee. (g) The Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Trustee’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 or the Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the 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 the Company’s sole cost and expenseall or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and all releases of Liens, termination statements, assignments powers granted or other documents reasonably requested by the Company in connection with any sale, reclassification or other disposition of Collateral available to the extent such saleCollateral Trustee pursuant to this Indenture, reclassification any Collateral Document or the Intercreditor Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Trustee may act in any manner it may deem appropriate, in its sole discretion given the Collateral Trustee’s own interest in the Collateral and that the Collateral Trustee shall have no other disposition, and such release duty or liability whatsoever to the Trustee or any Holder as to any of Liens, is permitted by the terms foregoing. (h) No provision of this Indenture, the Security Documents and or the Intercreditor AgreementAgreement shall require the Collateral Trustee (or the Trustee) 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 in the case of the Collateral Trustee) if it shall have reasonable grounds for believing that repayment of such funds is not assured to it. (di) The Collateral Trustee (i) shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers, or for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Trustee was grossly negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on any money received by it except as the Collateral Trustee may agree in writing with the Company (and money held in trust by the Collateral Trustee need not be segregated from other funds except to the extent required by law), (iii) the Collateral Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel. The grant of permissive rights or powers to the Collateral Trustee shall not be construed to impose duties to act. (j) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents the Trustee shall be responsible liable for (i) perfectingdelays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, maintainingstrikes, monitoringlockouts, preserving or protecting riots, acts of war, epidemics, governmental regulations superimposed after the security interest or Xxxx granted under the Security Documents or any agreement or instrument contemplated hereby or therebyfact, (ii) the filingfire, re-filingcommunication line failures, recordingcomputer viruses, re-recording or continuing of any documentpower failures, financing statement, Mortgage, assignment, notice, instrument of further assurance earthquakes 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 Collateraldisasters. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the rights, privileges, protections, immunities, indemnities likelihood thereof and benefits provided to regardless of the Trustee hereunder as if such were provided to the Collateral Trusteeform of action.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms Issuer and each of the Intercreditor AgreementHolders, will be entitled to enforce all Liens on by acceptance of the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust AgreementNotes, hereby designates and appoints the Collateral Trustee will not be obligated: as its agent under this Indenture and the Security Documents (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all as applicable), and the Issuer and each of the Security DocumentsHolders, by acceptance of the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a SecurityNotes, each Holder is deemed to authorize hereby irrevocably authorizes the Collateral Trustee to release or subordinate any take such action on its behalf under the provisions of this Indenture and the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to Trustee by the terms of this Indenture and the Security DocumentsDocuments (as applicable), and consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. By accepting a Security, each The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder is deemed to authorize agrees that any action taken by the Collateral Trustee to execute and deliver to in accordance with 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 provisions of this Indenture, Indenture and the Security Documents (as applicable), and the Intercreditor exercise by the Collateral Trustee of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents (as applicable), the duties of the Collateral Trustee shall be ministerial and administrative in nature, and the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Trustee is a party, nor shall the Collateral Trustee have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor (as defined in the Security Agreement), and 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 Trustee. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Trustee 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. (db) Neither the Trustee nor the The Collateral Trustee nor may perform any of their its duties under this Indenture or the Security Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, attorneys agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or agents opinion given by legal counsel. The Collateral Trustee shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. The exculpatory provisions of this Article XII shall apply to any such sub-agent and to the affiliates of the Collateral Trustee and any such sub-agent. (ic) perfectingThe Collateral Trustee shall be entitled to rely, maintainingand shall be fully protected in relying, monitoringupon any writing, preserving resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or protecting other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the security interest proper Person or Xxxx granted Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any Grantor), independent accountants and other experts and advisors selected by the Collateral Trustee. The Collateral Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Indenture or the Security Documents, unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Security Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any agreement action taken or instrument contemplated hereby failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Collateral Trustee shall not be deemed to have knowledge or thereby, (ii) notice of the filing, re-filing, recording, re-recording or continuing occurrence of any documentDefault or Event of Default, financing statement, Mortgage, assignment, notice, instrument unless a Trust Officer of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on the Collateral Trustee shall have received written notice from the Trustee or the payment Issuer referring to this Indenture, describing such Default or Event of taxes Default and stating that such notice is a “notice of default” and such notice references the Notes, the Issuer and this Indenture. The Collateral Trustee shall take such action with respect to such Default or Event of Default as may be requested by the Collateral. The actions described Trustee in clauses (i) through (iii) shall be accordance with Article VI or the sole responsibility Holders of a majority in aggregate principal amount of the Company and the Subsidiary GuarantorsNotes (subject to this Section 12.7). (e) Neither The Collateral Trustee may resign at any time by 30 days’ written notice to the Trustee nor and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Trustee. If the Collateral Trustee nor any resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date 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 resignation of the Collateral DocumentsTrustee (as stated in the notice of resignation), for the creationTrustee, perfectionat the written direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, prioritymay appoint a successor collateral agent, sufficiency or protection of any Lien, including payment of any Taxes, charges or assessments upon the Collateral or otherwise as subject to the maintenance consent of the Collateral, or for any defect or deficiency Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as to any such matters, or, except as may be provided stated in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any notice of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (fresignation) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, privilegespowers and duties of the retiring Collateral Trustee, protectionsand the term “Collateral Trustee” shall mean such successor collateral agent, immunitiesand the retiring Collateral Trustee’s appointment, indemnities powers and benefits provided duties as the Collateral Trustee shall be terminated. After the retiring Collateral Trustee’s resignation hereunder, the provisions of this Section 12.7 (and Section 7.6 hereof) shall continue to inure to its benefit and the retiring Collateral Trustee shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Trustee under this Indenture. Any removal or resignation of the Trustee hereunder as if shall not become effective until the acceptance of appointment by the successor Trustee; provided, however, that, in the event that the Trustee has resigned in accordance with this Indenture, and no successor trustee shall have been appointed and have accepted appointment within 30 days after the giving of such were provided to notice of resignation, the Collateral Trusteeresigning Trustee may petition any court of competent jurisdiction, at the Company’s sole costs and expense, for the appointment of a successor indenture trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, Indenture and the Security Documents and the Intercreditor AgreementDocuments. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) i. to act upon directions purported to be delivered to it by any Person; (ii) . to foreclose upon or otherwise enforce any Lien; or (iii) . to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject Subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with Section 7.01 and the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency or protection of any Priority Lien, including 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Priority Liens or Collateral Security Documents or any delay in doing so. (b) The Collateral Trustee will be subject to such directions as may be given it by the Trustee, by any Priority Lien Representative or by any Act of Required Debtholders from time to time as required or permitted by this Indenture and any other Priority Lien Document. Neither Except as directed by the Trustee nor Trustee, by any Priority Lien Representative or by any Act of Required Debtholders, the Collateral Trustee nor 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; or (iii) to take any other action whatsoever with regard to any or all of the Liens, the Security Documents or the Collateral. (c) Subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Trustee to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Priority Liens; (ii) enforce 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 terms of the Security Documents to which the Collateral Trustee’s Lien Trustee or Trustee is a party; or (iii) collect and receive payment of any and all Notes Obligations. (d) The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Trustee to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Priority Liens or the Security Documents to which the Collateral Trustee or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Trustee or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Trustee may deem expedient (or as directed by an Act of Required Debtholders) to preserve or protect its interests and the interests of the Holders in the Collateral, including without limitationpower to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the filing Trustee or the Collateral Trustee. (e) The Collateral Trustee will be accountable only for amounts that it actually receives as a result of any Uniform Commercial Code financing statementsthe enforcement of the Priority Liens, continuation statements, Mortgages Subordinated Liens or any other filingsSecurity Documents. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the The Collateral Trustee shall be entitled to may rely upon and enforce each and all of the rights, privileges, protectionspowers, immunities, indemnities and benefits of the Trustee under ARTICLE Seven hereof. (g) Neither the Company or any of its Affiliates nor any Secured Debt Representative may serve as Collateral Trustee; provided that the Trustee may serve as Collateral Trustee if the Notes are the only Priority Lien Obligations or Subordinated Lien Obligations outstanding (other than Hedging Obligations). (h) At all times when the Trustee is not itself the Collateral Trustee, the Company will deliver to the Trustee hereunder as if such were provided copies of all Security Documents delivered to the Collateral TrusteeTrustee and copies of all documents delivered to the Collateral Trustee pursuant to this Indenture and the Security Documents.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) andand is directed by each Holder to so hold, subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of Priority Lien Obligations and Junior Lien Obligations (if any), all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the provisions of the Collateral Trust Agreement. (b) Neither the Company nor their Affiliates and no Secured Debt Representative may serve as Collateral Trustee. (c) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor The Company will indemnify the Collateral Trustee nor against any and all losses, liabilities or expenses incurred by it arising out of or in connection with this Indenture, including defending itself against any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of their respective officersits powers or duties hereunder, directorsexcept to the extent any such loss, employeesliability or expense may be attributable to (1) its gross negligence, attorneys willful misconduct or agents shall be responsible for bad faith or (i2) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx granted under the Security Documents its breach of this Indenture or any agreement or instrument contemplated hereby or thereby, (ii) Security Document. The Collateral Trustee will notify the filing, re-filing, recording, re-recording or continuing Company promptly of any document, financing statement, Mortgage, assignment, notice, instrument claim for which it may seek indemnity. Failure by the Collateral Trustee to so notify the Company will not relieve the Company 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 Collateralits obligations hereunder. The actions described Company will defend the claim and the Collateral Trustee will cooperate in clauses (i) through (iii) the defense. The Collateral Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. The Company shall not pay for any settlement made without its consent, which consent will not be the sole responsibility unreasonably withheld. The obligations of the Company under this Section 12.04(d) will survive the satisfaction and the Subsidiary Guarantorsdischarge of this Indenture. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, Indenture and the Security Documents and the Intercreditor AgreementDocuments. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx Liens 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, Mortgage, 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 GuarantorsObligors. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Xxxxx Fargo Bank Minnesota, N.A., shall act as Collateral Trustee will hold (directly or through co-trustees or agents) anduntil such time, subject if any, as the Note Liens are transferred to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Joint Collateral created by the Security DocumentsAgent. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the The Collateral Trustee will not be obligated: (i) is authorized and empowered to act upon directions purported to be delivered to appoint one or more co-Collateral Trustees as it by any Person; (ii) to foreclose upon deems necessary or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trusteeappropriate. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency or protection of any Note Lien, including 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Note Liens or Collateral Security Documents or any delay in doing so. Neither 104 (d) The Collateral Trustee shall be subject to such directions as may be given it by the Trustee nor from time to time as required or permitted by this Indenture. Except as set forth in the Intercreditor Agreement or directed by the Trustee as required or permitted by this Indenture or any Joint Collateral Agent Undertaking, the Collateral Trustee nor shall not be obligated: (1) to act upon directions purported to be delivered to it by any of their respective officers, directors, employees, attorneys other Person; (2) to foreclose upon or agents will be responsible otherwise enforce any Note Lien; or (3) to take any other action whatsoever with regard to any or liable for making any filings or recordings to perfect or maintain the perfection all of the Note Liens, Security Documents or Collateral. (e) The Collateral Trustee’s Lien in Trustee shall be accountable only for amounts that it actually receives as a result of the Collateral, including without limitation, enforcement of the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages Note Liens or any other filingsSecurity Documents. (f) In acting hereunder and under the other Note Documentsas Collateral Trustee or Co-Collateral Trustee, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to and each Co-Collateral Trustee may rely upon and enforce each and all of the rights, privileges, protectionspowers, immunities, indemnities and benefits provided of the Trustee under Article 7. (g) For as long as the Trustee is the Collateral Trustee, each successor Trustee shall become the successor Collateral Trustee as and when the successor Trustee becomes the Trustee. (h) At all times when the Trustee is not itself the Collateral Trustee, the Company shall deliver to the Trustee hereunder as if such were provided copies of all Security Documents delivered to the Collateral TrusteeTrustee and copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents. (i) The Collateral Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received from the Trustee pursuant to Article 12 hereof.

Collateral Trustee. (a) The Collateral Trustee will hold shall have all the rights (directly or through co-trustees or agents) including indemnification rights), powers, benefits, privileges, protections, indemnities and immunities provided in the Note Security Documents and, subject 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 the terms Trustee under this Indenture and under applicable law, all of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documentswhich are incorporated herein mutatis mutandis. (b) Except as provided in required or permitted by the Collateral Trust Agreement or as directed Note Security Documents, the Holders, by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreementaccepting a Note, acknowledge that the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person, except in accordance with the Note Security Documents; (ii) to foreclose upon or otherwise enforce any LienLien granted pursuant to the Note Security Documents; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Note Security Documents delivered to the Collateral Trustee(including any Lien granted thereunder) or Collateral. (c) By accepting a Security, each Holder is deemed to authorize the The Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien will act pursuant to the terms written instructions of this Indenture the Holders and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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 For the avoidance of doubt, the Collateral Trustee 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 sole responsibility written direction of the Company and Holders of a majority in aggregate principal amount of the Subsidiary Guarantorsthen outstanding Notes 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 Trustee in connection with any action required or permitted by this Indenture. (d) None of the Collateral Trustee or any of its Affiliates will 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). (e) Other than in connection with a release of Collateral permitted under Section 18.04 or as may be required by Section 9.02, in each case that the Collateral Trustee 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 Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Trustee will not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Trustee requests direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Trustee will be entitled to refrain from such Action until the Collateral Trustee will have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Trustee will not incur liability to any Person by reason of so refraining. (f) Neither the Trustee in any of its capacities hereunder nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, genuineness or value or protection 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 legality, enforceability, effectiveness, validity or sufficiency of the Collateral Documentsor any agreement or assignment contained therein, for the creation, perfection, priority, sufficiency or protection validity of the title of any Liengrantor to the Collateral, including for insuring the Collateral or for the payment of any Taxestaxes, charges charges, assessments or assessments Liens upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or, except as may be provided . The Trustee in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the its capacities hereunder and Collateral Trustee nor hereby disclaim any representation or warranty to the present and future Holders of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain Notes concerning the perfection of the Collateral Trustee’s Lien liens granted hereunder or in the Collateral, including without limitation, the filing value of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filingsof the Collateral. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms Issuer and each of the Intercreditor AgreementHolders, will be entitled to enforce all Liens on by acceptance of the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust AgreementNotes, hereby designates and appoints the Collateral Trustee will not be obligated: as its agent under this Indenture and the Security Documents (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all as applicable), and the Issuer and each of the Security DocumentsHolders, by acceptance of the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a SecurityNotes, each Holder is deemed to authorize hereby irrevocably authorizes the Collateral Trustee to release or subordinate any take such action on its behalf under the provisions of this Indenture and the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to Trustee by the terms of this Indenture and the Security DocumentsDocuments (as applicable), and consents and agrees to the terms of each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. By accepting a Security, each The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder is deemed to authorize agrees that any action taken by the Collateral Trustee to execute and deliver to in accordance with 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 provisions of this Indenture, Indenture and the Security Documents (as applicable), and the Intercreditor exercise by the Collateral Trustee of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents (as applicable), the duties of the Collateral Trustee shall be ministerial and administrative in nature, and the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Trustee is a party, nor shall the Collateral Trustee have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor (as defined in the Security Agreement), and 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 Trustee. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Trustee 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. (db) Neither the Trustee nor the The Collateral Trustee nor may perform any of their its duties under this Indenture or the Security Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, attorneys agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or agents opinion given by legal counsel. The Collateral Trustee shall not be responsible for (i) perfecting, maintaining, monitoring, preserving the negligence or protecting the security interest or Xxxx granted under the Security Documents or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing misconduct of any documentreceiver, financing statementagent, Mortgageemployee, assignment, notice, instrument attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. The exculpatory provisions of further assurance or other instrument in this Article XII shall apply to any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect such sub‑agent and to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility affiliates of the Company Collateral Trustee and the Subsidiary Guarantorsany such sub‑agent. (ec) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the The Collateral Trustee shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the rightsproper Person or Persons, privilegesand upon advice and statements of legal counsel (including, protectionswithout limitation, immunities, indemnities and benefits provided counsel to the Trustee hereunder as if such were provided to Issuer or any Grantor), independent accountants and other experts and advisors selected by the Collateral Trustee. The Collateral Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Indenture or the Security Documents, unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Security Documents in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (d) The Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Event of Default, unless a Trust Officer of the Collateral Trustee shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Event of Default and stating that such notice is a “notice of default” and such notice references the Notes, the Issuer and this Indenture. The Collateral Trustee shall take such action with respect to such Event of Default as may be requested by the Trustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of any series of Notes (subject to this Section 12.7).

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject Subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with Section 7.01 and the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency or protection of any Priority Lien, including 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Priority Liens or Collateral Security Documents or any delay in doing so. (b) The Collateral Trustee will be subject to such directions as may be given it by the Trustee, by any Priority Lien Representative or by any Act of Required Debtholders from time to time as required or permitted by this Indenture and any other Priority Lien Document. Neither Except as directed by the Trustee nor Trustee, by any Priority Lien Representative or by any Act of Required Debtholders, the Collateral Trustee nor 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; or (iii) to take any other action whatsoever with regard to any or all of the Liens, the Security Documents or the Collateral. (c) Subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Trustee to take all actions it deems necessary or appropriate in order to: (i) foreclose upon or otherwise enforce any or all of the Priority Liens; (ii) enforce 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 terms of the Security Documents to which the Collateral Trustee’s Lien Trustee or Trustee is a party; or (iii) collect and receive payment of any and all Notes Obligations. (d) The Trustee is authorized and empowered to institute and maintain, or direct the Collateral Trustee to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Priority Liens or the Security Documents to which the Collateral Trustee or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Trustee or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Trustee may deem expedient (or as directed by an Act of Required Debtholders) to preserve or protect its interests and the interests of the Holders in the Collateral, including without limitationpower to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the filing Trustee or the Collateral Trustee. (e) The Collateral Trustee will be accountable only for amounts that it actually receives as a result of any Uniform Commercial Code financing statements, continuation statements, Mortgages the enforcement of the Priority Liens or any other filingsSecurity Documents. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the The Collateral Trustee shall be entitled to may rely upon and enforce each and all of the rights, privileges, protectionspowers, immunities, indemnities and benefits of the Trustee under Article Seven hereof. (g) Neither the Company nor any of its Affiliates nor any Secured Debt Representative may serve as Collateral Trustee; provided that the Trustee may serve as Collateral Trustee so long as the Notes are Priority Lien Obligations. (h) At all times when the Trustee is not itself the Collateral Trustee, the Company will deliver to the Trustee hereunder as if such were provided copies of all Security Documents delivered to the Collateral TrusteeTrustee and copies of all documents delivered to the Collateral Trustee pursuant to this Indenture and the Security Documents.

Collateral Trustee. (a) The Collateral Trustee will hold (directly is authorized and empowered to appoint one or through more co-trustees Collateral Trustees as it deems necessary or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documentsappropriate. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust AgreementSubject to Section 7.01, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, including 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Second Priority Liens or Collateral Security Documents or any delay in doing so. Neither . (c) The Collateral Trustee (subject to the terms of the Intercreditor Agreement) will be subject to such directions as may be given it by the Trustee nor from time to time (as required or permitted by this Indenture). Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Trustee nor 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 Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of their respective officersthe Second Priority Liens, directors, employees, attorneys Security Documents or agents Collateral. (d) The Collateral Trustee will be responsible or liable accountable only for making any filings or recordings to perfect or maintain the perfection amounts that it actually receives as a result of the enforcement of the Second Priority Liens or Security Documents. (e) In acting as Collateral Trustee or co-Collateral Trustee’s Lien in the Collateral, including without limitation, the filing Collateral Trustee and each co-Collateral Trustee may rely upon and enforce each and all of any Uniform Commercial Code financing statementsthe rights, continuation statementspowers, Mortgages or any other filingsimmunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors The Holders of Securities agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Trustee hereunder as if by the Security Documents. Furthermore, each Holder of a Security, by accepting such were provided Security, consents to the terms of and authorizes and directs the Trustee and the Collateral Trustee to enter into and perform the Intercreditor Agreement and Security Documents. (g) If the Company (i) Incurs First Priority Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral TrusteeTrustee an Officer’s Certificate so stating and requesting the Collateral Trustee to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the First Priority Obligations so Incurred, the Collateral Trustee 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 Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (ba) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (cb) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, Indenture and the Security Documents and the Intercreditor AgreementDocuments. (dc) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (ed) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any 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, except as may be provided in the Collateral Trust Agreement, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code UCC financing statements, continuation statements, Mortgages or any other filings. (fe) In acting hereunder The Company shall furnish to the Trustee, at such time as required by the TIA, such Opinions of Counsel and under 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 Note Documentsaction as may be necessary to cause TIA Section 314(d) relating to the release of Property 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 HoldersTrustee 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 Subsidiary Guarantors agree that foregoing for the Company. The Trustee and the Collateral Trustee 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. (f) The Collateral Trustee shall be entitled to all of the rights, privileges, protections, immunities, indemnities privileges and benefits provided immunities granted to the Trustee hereunder as if such were provided in Article 7 hereof, including without limitation, the right to the Collateral Trustee.compensation and indemnity set forth in Section 7.07. [Signature Page Follows]

Collateral Trustee. (a) By their acceptance of the Notes, the Holders of the Notes will automatically appoint the Collateral Trustee to act as their agent with respect to all matters related to the Collateral and all matters related to the Intercreditor Agreement. The Collateral Trustee will act for the benefit of the holders of: (1) the Notes; and (2) all other Parity Lien Debt outstanding from time to time. (b) The Collateral Trustee will hold (directly or through co-trustees or agents) and), subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of the Notes and the other Parity Lien Debt, all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the limitations and other provisions of the Intercreditor Agreement. (bc) Except as provided in the Collateral Trust Intercreditor Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither Without the consent of any Holder, the Issuers, the Guarantors, the Trustee nor and the Collateral Trustee nor any of their respective officers, directors, employees, attorneys may enter into one or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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 more amendments and/or restatements of the Company and the Subsidiary Guarantors. (e) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys Intercreditor Agreement 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents Agreement (or any delay in doing so. Neither new intercreditor agreement or collateral trust agreement on terms substantially similar to the Trustee nor Intercreditor Agreement or the Collateral Trustee nor Trust Agreement (or on terms not materially adverse to the Holders) (as determined in good faith by the Partnership)) to: (1) cure any ambiguity, omission, mistake, defect or inconsistency; (2) increase the amount or types of their respective officers, directors, employees, attorneys Indebtedness covered thereby that may be incurred by any Issuer or agents will be responsible or liable for making Guarantor that is subject thereto (including the addition of provisions relating to new Indebtedness ranking junior to the Notes); provided that such Indebtedness is incurred in compliance with this Indenture; (3) add Guarantors thereto; (4) further secure the Notes (including any filings or recordings to perfect or maintain the perfection of the Collateral Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or Additional Notes); or (5) make any other filingssuch change thereto that does not adversely affect the rights of Holders in any material respect. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold Customer hereby acknowledges that this Agreement and all rights granted to Customer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (directly or through co-trustees or agentsthe "Trustee"), as the same may be assigned (the "Security Interest") and, subject in and to the Transponder(s) that may be owned and operated by PanAmSat and which are the subject of this Agreement (and/or the proceeds from the sale or other disposition of all or any portion thereof, or any insurance that may be received by PanAmSat as a result of any loss or destruction of, or damage to, the Transponders identified above). The Security Interest shall be deemed to arise under all security agreements, indentures, mortgages, pledge agreements and other collateral documents between Trustee and PanAmSat, including all renewals, modifications, consolidations or replacements thereto (collectively, the "Collateral Documents"). Notwithstanding the Security Interest, the Trustee agrees that Customer shall continue to have the benefits of this Agreement notwithstanding any default on the part of PanAmSat under the Collateral Documents, so long as (i) Customer is not in default under the terms and conditions of this Agreement, (ii) Customer shall not pay any of its obligations under this Agreement more than 30 days prior to their scheduled payment date under this Agreement, (iii) this Agreement is not supplemented, amended or extended or otherwise modified in any manner which adversely affects the interests of the Intercreditor Agreement, will be entitled to enforce all Liens Trustee on behalf of the holders of the Senior Secured Notes (as defined in the Collateral created Documents) in a degree greater than the manner in which it adversely affects PanAmSat, and (iv) after receipt of notice from the Trustee of a default by PanAmSat under the Collateral Documents, Customer agrees to make, and makes, all payments thereafter as instructed by the Security DocumentsTrustee. (b) Except as Customer acknowledges and consents to the foreclosure, should it occur, upon this Agreement by the Trustee or its designee, successor or assignee, and the consequent replacement of PanAmSat under this Agreement by the Trustee, its designee, successor or assignee, or another purchaser or assignee, provided in the Collateral Trust that any successor to PanAmSat under this Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; expressly assumes PanAmSat's obligations hereunder for the benefit of Customer, and (ii) succeeds to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or substantially all of the Security Documentsright, title, and interest in and to all assets of PanAmSat reasonably necessary for such successor to perform its obligations under this Agreement. Upon such succession and assumption by a party other than the Trustee, the Liens created thereby or Trustee and its successors under this Agreement, other than the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trusteeultimate successor, shall be released from any further liability under this Agreement. (c) By accepting a SecurityThe Trustee shall be entitled to exercise all rights and to cure any defaults of PanAmSat under this Agreement, each Holder is deemed within such cure period as may be available to authorize PanAmSat under this Agreement. Upon receipt of notice from the Collateral Trustee, Customer agrees to accept such exercise and cure by the Trustee and to release render all or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant part of the performance due by Customer under this Agreement to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents and the Intercreditor AgreementTrustee. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled deemed an express third party beneficiary of this Section 10.2. This Section 10.2 shall be self-operative and no further instrument of subordination shall be required by any security agreement, mortgage or other document reflecting the Security Interest to the rightsmake this subordination effective. In confirmation of such acknowledged subordination, privileges, protections, immunities, indemnities and benefits provided to Customer shall execute promptly any instrument or certificate which PanAmSat or the Trustee hereunder as if such were provided to the Collateral Trusteemay reasonably request.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and, subject Subject to the terms provisions of Section 10.01, neither the Intercreditor AgreementTrustee, will be entitled to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; or (iii) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for or liable (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Security Documents or any delay in doing so. Neither ; except, in the Trustee nor the Collateral Trustee 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 case of the Collateral Trustee’s Lien , to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Trustee, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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 or (iv) for the legality, enforceability, effectiveness or sufficiency of the Intercreditor Agreement, Intercompany Subordination Agreement, or any subordination agreement or other similar agreement entered into in connection with this Indenture. (b) The rights, privileges, protections, immunities and benefits given to the CollateralTrustee under this Indenture, including including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in Article 10, are extended to the filing of any Uniform Commercial Code financing statementsCollateral Trustee, continuation statementsand its agents, Mortgages or any other filings. (f) In acting hereunder receivers and under the other Note Documentsattorneys, and shall be enforceable by, the HoldersCollateral Trustee, as if fully set forth in this Section 6.06 with respect to the Company and the Subsidiary Guarantors agree Collateral Trustee, except that the Collateral Trustee shall only be entitled liable for (and shall be indemnified and held harmless to the extent such Losses do not constitute) its gross negligence, bad faith or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any Security Document or the Intercreditor Agreement, the Collateral Trustee shall enjoy the rights, privileges, protections, immunities, indemnities immunities and benefits provided that are extended to the Collateral Trustee hereunder. (c) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will 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. In addition, the Collateral Trustee will 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 Liens on the Collateral, unless specifically requested by the Required Holders. If, at the direction of the Required Holders, the Trustee or Collateral Trustee files or records any Security Documents or any related UCC financing statement or other similar documents, such filing or recording by the Trustee or Collateral Trustee at the direction of the Required Holders shall be deemed done by Trustee or Collateral Trustee without representation or warranty by the Trustee or the Collateral Trustee (and the Trustee and the Collateral Trustee disclaim any representation or warranty as to the validity, effectiveness, priority, perfection or otherwise). The Collateral Trustee 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 it accords property held by it as a collateral agent or any similar arrangement, and the Collateral Trustee 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 agency or other agent or bailee selected by the Collateral Trustee in good faith. (d) The Collateral Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby. (e) The Collateral Trustee shall not be required to acquire title to an asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Trustee is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Trustee in its sole discretion believes that any obligation to take or omit to take any action may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not 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 Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment. (f) The Collateral Trustee may resign or be replaced in accordance with the procedures set forth in Section 10.09 hereof, except that references to the Trustee hereunder as if in such were provided section shall be deemed to be references to the Collateral Trustee for this purpose. If the Collateral Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Trustee. (g) At all times when the Trustee is not itself the Collateral Trustee, the Company shall deliver to the Trustee copies of all Security Documents delivered to the Collateral Trustee and copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) andand is directed by each Holder to so hold, subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of Priority Lien Obligations and Junior Lien Obligations, all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the provisions of the Collateral Trust Agreement. (b) Neither the Company nor any of its Affiliates and no Secured Debt Representative may serve as Collateral Trustee. (c) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligatedobligated to: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Trustee 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 Trustee 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, the Security Documents and the Intercreditor Agreement. (d) Neither The Company and the Trustee nor Guarantors will indemnify the Collateral Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with this Indenture, including defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to (1) its gross negligence, willful misconduct or bad faith or (2) its breach of this Indenture or any Security Document. The Collateral Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Collateral Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Collateral Trustee will cooperate in the defense. The Collateral Trustee may have separate counsel and the Company will pay the reasonable fees and out-of-pocket expenses of such counsel. Neither the Company nor any of their respective officersGuarantor need pay for any settlement made without its consent, directors, employees, attorneys or agents shall which consent will not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Xxxx 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, Mortgage, 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 Collateralunreasonably withheld. The actions described in clauses (i) through (iii) shall be the sole responsibility obligations of the Company and the Subsidiary GuarantorsGuarantors under this Section 12.04(d) will survive the satisfaction and discharge of this Indenture. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Company has appointed Wilmington Trust FSB to serve as the Collateral Trustee will hold for the benefit of the holders of: (1) the Notes; and (2) all other Shared Lien Obligations outstanding from time to time. (b) The Collateral Trustee (directly or through co-trustees trustees, agents or sub-agents) andwill hold, subject to the terms of the Intercreditor Agreement, and will be entitled to enforce on behalf of the holders of Shared Lien Obligations, all Liens on the Collateral created by the Security DocumentsDocuments for their benefit, subject to the provisions of the Intercreditor Agreement (if then in effect). (bc) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (i1) to act upon directions purported to be delivered to it by any Person; (ii2) to foreclose upon or otherwise enforce any Lien; or (iii3) to take any other action whatsoever with regard to any or all of the Security Documents, the Liens created thereby or the Collateral. The Company will deliver to each Parity Lien Representative copies of all Security Documents delivered to the Collateral Trustee. (cd) By accepting a Security, each Each Holder is deemed to authorize hereby authorizes and directs the Trustee and Collateral Trustee to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien act pursuant to the Security Documents, and to enter into such documents, instruments and agreements (in recordable form, if requested), and to take such further actions, as may be necessary or as the Priority Lien Collateral Agent (if any) may reasonably request to effectuate the terms of this Indenture of, and the Security Documents. By accepting a SecurityLien priorities contemplated by, each Holder is deemed to authorize the Collateral Trustee 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, the Security Documents Trust Agreement and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, 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. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) andand each Holder, subject to the terms by its acceptance of the Intercreditor AgreementNotes, will be entitled hereby acknowledge and agree that pursuant to enforce all Liens on the Collateral created by the Security Documents. (b) Except as provided in the Collateral Trust Agreement or as directed by an Act of Parity Lien Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated:shall hold in trust for the benefit of all current and future Secured Parties a security interest in the Collateral granted to the Collateral Trustee pursuant to the applicable Security Document. (b) Each Holder, by its acceptance of the Notes (i) appoints Wilmington Trust, National Association to act upon directions purported to be delivered to it by any Person; on its behalf as collateral trustee under the Security Documents and the Collateral Trust Agreement, (ii) authorizes and directs the Collateral Trustee to foreclose upon or otherwise enforce any Lien; or enter into the Security Documents and the Collateral Trust Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith, (iii) authorizes the Trustee to direct the Collateral Trustee to take any other action whatsoever with regard such actions on its behalf and to any or all exercise such powers as are delegated to the Collateral Trustee by the terms of the Security Documents and the Collateral Trust Agreement, including for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer and Guarantors thereunder to secure the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (iv) authorizes the Collateral Trustee to release any Lien granted to or held by the Collateral Trustee upon any Collateral as provided in this Indenture or the Security Documents. (c) The Issuer hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee (and which shall be entitled to the benefit of the provisions of the Collateral Trust Agreement)) to serve as collateral trustee on behalf of the Secured Parties under the Collateral Trust Agreement and under the Security Documents as provided therein, with the privileges, powers and immunities as set forth therein and in the Security Documents. (d) None of the Parent, the Liens created thereby Issuer, the Subsidiary Guarantors or the Collateral. The Company will deliver to each Parity Lien Representative copies any of all Security Documents delivered to the their respective Affiliates may serve as Collateral Trustee. (ce) By accepting a SecurityThe Trustee and each Holder, each Holder is deemed to by its acceptance of the Notes, (i) authorize the Collateral Trustee to release enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or subordinate any Collateral that is permitted waivers of or supplements 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 Trustee 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 dispositionmodifications to, and extensions, restructuring, renewals, replacements of, such release of Liens, is permitted by the terms of this Indenture, the Security Documents agreements) and the Intercreditor Agreement. (d) Neither the Trustee nor the Collateral Trustee 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 Xxxx 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, Mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or acknowledge that each Approved Intercreditor Agreement is (iiiif entered into) 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 Guarantorsbinding upon them. (e) Neither the Trustee nor the Collateral Trustee 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 Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, including 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, except as may be provided in the Collateral Trust Agreement, for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Trustee 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 Trustee’s Lien in the Collateral, including without limitation, the filing of any Uniform Commercial Code financing statements, continuation statements, Mortgages or any other filings. (f) In acting hereunder and under the other Note Documents, the Holders, the Company and the Subsidiary Guarantors agree that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Trustee.