Common use of Collateral Trustee Clause in Contracts

Collateral Trustee. (a) The Issuer and each of the Holders, by acceptance of the Notes, hereby designates and appoints the Collateral Trustee as its agent under this Indenture and the Security Documents (as applicable), and the Issuer and each of the Holders, by acceptance of the Notes, hereby irrevocably authorizes the Collateral Trustee to 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 Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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.

Collateral Trustee. (a) The Issuer In acting as Collateral Trustee, the Collateral Trustee may rely upon, and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and all of the Holdersrights, by acceptance powers, immunities, indemnities and benefits of the NotesTrustee under this Indenture including, hereby designates without limitation, those set forth in this Article 11 as well as in Sections 1.02 and appoints 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 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 its agent under this Indenture and the Security Documents (as applicable), and the Issuer and each if it was referenced therein in lieu of the Holders, by acceptance of the Notes, hereby irrevocably authorizes the Collateral Trustee Trustee). With respect to 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 Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 deposit account control agreement to which the Collateral Trustee is a party, nor shall (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee have or shall not be deemed to have any trust or other fiduciary relationship with liable for, and Holders shall indemnify the TrusteeCollateral Trustee in respect of, any Holder settlement items, fees, expenses, charges, indemnity obligations or any Grantor (as defined in other obligations pursuant to such deposit account control agreement other than to the Security Agreement), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the Security other Indenture Documents or otherwise exist against and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee. Without limiting Trustee may be entitled to pursuant to the generality of the foregoing immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the use of Collateral Trustee may, in its sole discretion, require the term “agent” in this Indenture with reference Holders to offer to the Collateral Trustee is not intended security or indemnity satisfactory to connote it against any fiduciary loss, expenses and liabilities which may be incurred therein 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 partiesthereby.

Collateral Trustee. (a) The Issuer and Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each of the HoldersPriority Lien Representative and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Lien Representative and the Grantors, and Priority Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Priority Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as its agent provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notes, hereby irrevocably authorizes the successor Priority Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such action on other actions, as may be necessary or appropriate in connection with the assignment to such successor Priority Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Lien Collateral Trustee shall be discharged from its behalf duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Indenture and Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Priority Lien Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer and each of Collateral Trustee has been appointed to act as Collateral Trustee by the HoldersAdministrative Agent under the Collateral Trust Agreement and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Trustee shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Lenders and the Grantors, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Trustee signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days' notice to the Administrative Agent, to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as its agent Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notessuccessor Collateral Trustee under this Agreement, hereby irrevocably authorizes and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee to take such action on its behalf under Trustee, the provisions of this Indenture and the Security Documents (Agreement shall inure to its benefit as applicable), and to exercise such powers and perform such duties as are expressly delegated any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer Customer hereby acknowledges that this Agreement and each all rights granted to Customer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (the Holders, by acceptance of the Notes, hereby designates and appoints the Collateral Trustee as its agent under this Indenture and the Security Documents (as applicable"Trustee"), and the Issuer and each of the Holders, by acceptance of the Notes, hereby irrevocably authorizes the Collateral Trustee to 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 Trustee by the terms of this Indenture and the Security Documents (as applicable), and consents and agrees to the terms of each Security Document, as the same may be assigned (the "Security Interest") in effect or and to the Transponder(s) that may be amendedowned 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, restatedor any insurance that may be received by PanAmSat as a result of any loss or destruction of, supplemented 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 from time to time in accordance with their respective terms. The Collateral Trustee agrees to act as such on any manner which adversely affects the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 interests of the Collateral Trustee shall be ministerial and administrative in nature, and on behalf of the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein and in holders of 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 Senior Secured Notes (as defined in the Security Agreement)Collateral Documents) in a degree greater than the manner in which it adversely affects PanAmSat, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and (iv) after receipt of notice from the Security Documents or otherwise exist against Trustee of a default by PanAmSat under the Collateral Trustee. Without limiting the generality of the foregoing sentenceDocuments, the use of the term “agent” in this Indenture with reference Customer agrees 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 custommake, and is intended to create or reflect only an administrative relationship between independent contracting partiesmakes, all payments thereafter as instructed by the Trustee.

Collateral Trustee. (a) The Issuer Collateral Trustee has been appointed to act as Collateral Trustee by the Indenture Trustee and each of the HoldersHedge Counterparty under the Collateral Trust Agreement and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Parity Lien Documents. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Parity Lien Representative and the Grantors, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Trustee signed by the Parity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right, to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as its agent Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notessuccessor Collateral Trustee under this Agreement, hereby irrevocably authorizes and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee to take such action on its behalf under Trustee, the provisions of this Indenture and the Security Documents (Agreement shall inure to its benefit as applicable), and to exercise such powers and perform such duties as are expressly delegated any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer and Parity Lien Collateral Trustee has been appointed to act as Parity Lien Collateral Trustee hereunder by each of the HoldersParity Lien Representative and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Parity Lien Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Parity Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Parity Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Parity Lien Collateral Trustee. Parity Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Parity Lien Representative and the Grantors, and Parity Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Parity Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Parity Lien Collateral Trustee shall be appointed as its agent provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Parity Lien Collateral Trustee hereunder by a successor Parity Lien Collateral Trustee, that successor Parity Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Parity Lien Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Parity Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Parity Lien Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notes, hereby irrevocably authorizes the successor Parity Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Parity Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such action on other actions, as may be necessary or appropriate in connection with the assignment to such successor Parity Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Parity Lien Collateral Trustee shall be discharged from its behalf duties and obligations under this Agreement. After any retiring or removed Parity Lien Collateral Trustee’s resignation or removal hereunder as the Parity Lien Collateral Trustee, the provisions of this Indenture and Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Parity Lien Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer Collateral Trustee has been appointed to act as Collateral Trustee under the Collateral Trust Agreement by Indenture Trustee and each of the HoldersHedge Counterparty and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Parity Lien Documents. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Parity Lien Representative and the Pledgor, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Pledgor and Collateral Trustee signed by the Parity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as its agent Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notessuccessor Collateral Trustee under this Agreement, hereby irrevocably authorizes and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee to take such action on its behalf under Trustee, the provisions of this Indenture and the Security Documents (Agreement shall inure to its benefit as applicable), and to exercise such powers and perform such duties as are expressly delegated any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer and Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each of the HoldersPriority Lien Representative and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Lien Representative and the Grantors, and Priority Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Priority Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as its agent provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges (including, but not limited to, reasonable attorneys’ fees and each expenses), shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notes, hereby irrevocably authorizes the successor Priority Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such action on other actions, as may be necessary or appropriate in connection with the assignment to such successor Priority Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Lien Collateral Trustee shall be discharged from its behalf duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Indenture and Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Priority Lien Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.

Collateral Trustee. (a) The Issuer Collateral Trustee has been appointed to act as collateral trustee hereunder by the Administrative Agent and each of the HoldersTrustee and, by their acceptance of the Notesbenefits hereof, hereby designates and appoints the Collateral Trustee as its agent under this Indenture and the Security Documents (as applicable), and the Issuer and each of the Holders, by acceptance of the Notes, hereby irrevocably authorizes other Secured Parties appoint the Collateral Trustee to act as collateral trustee hereunder. The Collateral Trustee shall be obligated, and, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take such or refrain from taking any action on its behalf under (including the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement, and the Indenture. In furtherance of the foregoing provisions of this Indenture Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and the Security Documents (as applicable), agreed by such Secured Party that all rights and to exercise such powers and perform such duties as are expressly delegated to remedies hereunder may be exercised solely by the Collateral Trustee by for the benefit of Secured Parties in accordance with the terms of this Indenture and Agreement. The provisions of the Security Documents (as applicable), and consents and agrees Credit Agreement relating to the terms of each Security DocumentCollateral Trustee, 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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with including the provisions of this Indenture and the Security Documents (as applicable), and the exercise by the Collateral Trustee of any rights relating to resignation 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 removal of the Collateral Trustee and the rights, privileges, powers and duties and immunities of the Collateral Trustee, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be ministerial and administrative in nature, and interpreted as giving the Collateral Trustee shall not have responsibility for or any duties duty concerning the validity, perfection, priority or responsibilities, except those expressly set forth herein and in enforceability of the Security Documents to which Liens granted hereunder or giving the Collateral Trustee any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability, including, without limitation, any duty to file any financing statements, amendments, continuation statements or other documents to perfect or maintain the perfection of the security interest granted hereunder. Wilmington Trust, National Association is a party, nor shall entering into this Agreement solely in its capacity as Collateral Trustee under the Collateral Trustee have Trust Agreement and not in its individual 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 partiescorporate capacity.

Collateral Trustee. (a) The Issuer Collateral Trustee has been appointed to act as collateral trustee hereunder by the Administrative Agent and each of the HoldersTrustee and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties appoint Wilmington Trust, National Association to act as Collateral Trustee hereunder. The Collateral Trustee shall be obligated, and, subject to the terms of the Intercreditor Agreement and appoints the Collateral Trust Agreement, shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement, and the Indenture. In furtherance of the foregoing provisions of this Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee as its agent under this Indenture and for the Security Documents (as applicable), and the Issuer and each benefit of the Holders, by acceptance of the Notes, hereby irrevocably authorizes the Collateral Trustee to 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 Trustee by Secured Parties in accordance with the terms of this Indenture Agreement and the Security Documents (as applicable), Collateral Trust Agreement. The provisions of the Collateral Trust Agreement and consents and agrees the Credit Agreement relating to the terms of each Security DocumentCollateral Trustee, 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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with including the provisions of this Indenture and the Security Documents (as applicable), and the exercise by the Collateral Trustee of any rights relating to resignation 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 removal of the Collateral Trustee and the direction, rights, privileges, powers and duties and immunities of the Collateral Trustee, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be ministerial and administrative in nature, and interpreted as giving the Collateral Trustee shall not have responsibility for or any duties duty concerning the validity, perfection, priority or responsibilities, except those expressly set forth herein and in enforceability of the Security Documents to which Liens granted hereunder or giving the Collateral Trustee any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability, including, without limitation, any duty to file any financing statements, amendments, continuation statements or other documents to perfect or maintain the perfection of the security interest granted hereunder. Wilmington Trust, National Association is a party, nor shall entering into this Agreement solely in its capacity as Collateral Trustee under the Collateral Trustee have Trust Agreement and not in its individual 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 partiescorporate capacity.

Collateral Trustee. (a) The Issuer and each of Collateral Trustee has been appointed to act as Collateral Trustee under the HoldersCollateral Trust Agreement by Administrative Agent and, by their acceptance of the Notesbenefits hereof, hereby designates the other Secured Parties. The Collateral Trustee shall be obligated, and appoints shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Trustee shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Lenders and the Pledgor, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Pledgor and Collateral Trustee signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days' notice to the Administrative Agent, to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as its agent Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Trustee under this Indenture and the Security Documents (as applicable)Agreement, and the Issuer retiring or removed Collateral Trustee under this Agreement shall promptly (i) transfer to such successor Collateral Trustee all sums, Securities and each other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the Holders, by acceptance duties of the Notessuccessor Collateral Trustee under this Agreement, hereby irrevocably authorizes and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee to take such action on its behalf under Trustee, the provisions of this Indenture and the Security Documents (Agreement shall inure to its benefit as applicable), and to exercise such powers and perform such duties as are expressly delegated any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Trustee by the terms of this Indenture and the Security Documents (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. The Collateral Trustee agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the 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 partieshereunder.