Common use of Collateral Trustee Clause in Contracts

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 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 Agreement, and the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of 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 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 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 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. (a) The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by and each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 PartyHolder, by its acceptance of the benefits hereofNotes, agrees hereby acknowledge and agree that it shall have no right individually pursuant to realize upon any of the Second Lien Collateral Trust Agreement, 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 shall hold in trust for the benefit of all current and future Second Priority 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 on its behalf as collateral trustee under the Security Documents and the Second Lien Collateral Trust Agreement, (ii) authorizes and directs the Collateral Trustee to enter into the Security Documents and the Second Lien Collateral Trust Agreement and to perform its obligations and exercise its rights thereunder in accordance with therewith, (iii) authorizes the Trustee to direct the Collateral Trustee to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms of this Section. The rightsthe Security Documents and the Second Lien Collateral Trust Agreement, privilegesincluding for the purposes of acquiring, protections holding and immunities in enforcing any and all Liens on Collateral granted by the Issuers and Guarantors thereunder to secure the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (iv) authorizes the Collateral Trust Agreement for 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 Issuers hereby appoint 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 Collateral Trustee are hereby incorporated herein for the benefit provisions of the Priority Second 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 )) to serve as collateral trustee on behalf of resignation the Second Priority Secured Parties under the Second Lien 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 Issuers, the Subsidiary Guarantors or any such removalof their respective Affiliates may serve as Collateral Trustee. (e) The Trustee and each Holder, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the by its acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trusteethe Notes, 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien authorize the Collateral Trustee all sumsto enter into any Approved Intercreditor Agreement (and any amendments, Securities amendments and restatements, restatements or waivers of or supplements to or other items of Collateral held hereundermodifications to, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreementextensions, restructuring, renewals, replacements of, such agreements) 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 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 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 acknowledge that each Approved Intercreditor 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 Priority Lien Collateral Trustee hereunderis (if entered into) binding upon them.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee collateral trustee hereunder by each Priority Lien Representative the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured PartiesParties appoint Wilmington Trust, National Association to act as Collateral Trustee hereunder. The Priority Lien 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 or refrain from taking any action (including, without limitation, including the release or substitution of Collateral), solely in accordance with this Agreement Agreement, the Credit 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 AgreementIndenture. In furtherance of the foregoing provisions of this SectionSection 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 Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections Agreement 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 The provisions of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon Agreement and the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Credit Agreement relating to the Collateral Trustee, that successor Priority Lien including the provisions relating to resignation or removal of the Collateral Trustee shall thereupon succeed to and become vested with all the direction, rights, powersprivileges, privileges powers and duties and immunities of the retiring Collateral Trustee, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be interpreted as giving the Collateral Trustee responsibility for or removed Priority Lien any duty concerning the validity, perfection, priority or enforceability of the 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 entering into this Agreement solely in its capacity as Collateral Trustee under this Agreement, the Collateral Trust Agreement and the retiring not in its individual 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of 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 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 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 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 Priority Lien Collateral Trustee hereundercorporate capacity.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder under the Collateral Trust Agreement by each Priority Lien Representative Administrative Agent and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Credit Agreement; provided, the Priority Lien 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 terms instructions of the Collateral Trust 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 the Intercreditor 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 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 Lenders and the GrantorsPledgor, 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 Pledgor and Priority Lien Collateral Trustee and approved pursuant to signed by the terms of the Collateral Trust AgreementRequisite 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 Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 duties of 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 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 duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative the Administrative Agent under the Collateral Trust Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Credit Agreement; provided, the Priority Lien 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 terms instructions of the Collateral Trust 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 the Intercreditor 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 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 Lenders 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 signed by the terms of the Collateral Trust AgreementRequisite 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 Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 duties of 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 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 duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Parity Lien Collateral Trustee has been appointed to act as Priority Parity Lien Collateral Trustee hereunder by each Priority Parity Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Parity Lien Collateral Trustee shall be obligated, and 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 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 Priority 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 Priority Parity Lien Collateral Trustee. Priority Parity Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Parity Lien Representative and the Grantors, and Priority 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 Priority 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 Priority Parity Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Parity Lien Collateral Trustee hereunder by a successor Priority Parity Lien Collateral Trustee, that successor Priority Parity Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Parity Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Parity Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority Parity 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 duties of the successor Priority Parity Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Parity Lien 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 Priority Parity Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Parity Lien Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Priority Parity Lien Collateral Trustee’s resignation or removal hereunder as the Priority Parity Lien Collateral Trustee, the provisions of this 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 Priority Parity Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, Secured Party either pursuant to the Secured Debt Documents or by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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, . Without the Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms written consent of the Collateral Trust Agreement and Trustee that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the Intercreditor Agreementeffect thereof would release all or substantially all of the Collateral except as expressly provided herein. 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 each Secured Parties Party in accordance with the terms of this Section. The rights, privileges, protections Section 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 or be removed at any time and be replaced in accordance 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 The Collateral Trustee’s Liens on the Collateral will be released automatically with no further action on the part of any such notice Person: (1) in whole, upon (a) payment in full and discharge of resignation all outstanding Secured Debt and (b) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor to a Person that is not (either before or after such removalsale, transfer or disposition) the Company or a successor Priority Lien Restricted Subsidiary of Ziff Dxxxx in a transaction or other circumstance that complies with the “Asset Sale” provisions of the indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the collateral trustee’s Liens upon the Collateral Trustee shall will not be appointed released if the sale or disposition is subject to Section 5.01 of the Indenture; (3) as to a release of less than all or substantially all of the Collateral, if consent to the release of all Secured Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of the Collateral, if (a) consent to the release of that Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for 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 Agreement, and the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreementapplicable Secured Debt Documents, and (iib) execute and deliver the Company has delivered an officers’ certificate to such successor Priority Lien the Collateral Trustee or otherwise authorize the filing of certifying that all such amendments to financing statements, and take such 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 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 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 Priority Lien Collateral Trustee hereunderconsents have been obtained.

Collateral Trustee. (a) The Priority Lien Collateral Trustee Company has been appointed Computershare Trust Company of Canada to act serve as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Trustee and the holders of (1) the Notes; (2) all other Priority Lien Obligations outstanding from time to time, if any; and (3) all Subordinated Lien Obligations outstanding from time to time, if any. The Trustee 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 Collateral Documents and the Trustee 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 Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of this SectionIndenture and the Collateral Documents, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee agrees to act as such on the express conditions contained in this Section 13.12. The rights, privileges, protections and immunities in the Collateral Trust Agreement provisions of this Section 13.12 are solely for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit and none of the Priority Lien Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.05. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Trustee have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral 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. Except as expressly otherwise provided in this Indenture, 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 Collateral Documents, including the exercise of remedies pursuant to Article V, and any action so taken or not taken shall be deemed consented to by the Holders. (c) Neither the Company nor any of its Affiliates may act as Collateral Trustee. No Secured Debt Representative may serve as Collateral Trustee; provided, that the Trustee under this Indenture may serve as Collateral Trustee if the Notes are the only Secured Obligations outstanding. (d) The Collateral Trustee holds (directly or through co-trustees or agents), and is entitled to enforce on behalf of the holders of Priority Lien Obligations and Subordinated Lien Obligations, if any, all Liens on the Collateral created by the applicable Collateral Documents for their benefit, subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement, in each case as described below. (e) Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (1) to act upon directions purported to be delivered to it by any Person; (2) to foreclose upon or otherwise enforce any Lien; or (3) to take any other action whatsoever with regard to any or all of the applicable Collateral Documents, the Liens created thereby or the Collateral. (f) the Company will deliver to each Secured Debt Representative, copies of all Collateral Documents delivered to the Collateral Trustee. (g) The Collateral Trustee may execute any of its duties under this Indenture or the Collateral Documents by or through agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Trustee shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made without gross negligence or willful misconduct. (h) None of the Collateral Trustee or any of its Related Persons 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 Collateral Document 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 Grantor or Affiliate of any Grantor, 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 Indenture or any other indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Trustee or any of its respective Related Persons 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 Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (i) The Collateral Trustee shall be entitled to rely conclusively, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Grantor), independent accountants and other experts and advisors selected by the Collateral Trustee. The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Indenture, any other indenture or the Collateral Documents unless it shall first receive such request or concurrence of the Trustee as it deems appropriate and direction as provided for in the Collateral Trust Agreement and, if it so requests, it shall first be indemnified and funded 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, any other indenture or the Collateral Documents in accordance with a request or consent of the Trustee or an Act of Required Debtholders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (j) The Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Trustee shall have received written notice from the Trustee or a Grantor or an Act of Required Debtholders referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, the Collateral Trustee shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article V (subject to this Section 13.12); provided, however, that unless and until the Collateral Trustee has received any such request, the Collateral Trustee may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (k) Computershare Trust Company of Canada 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 any Grantor and its 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, Computershare Share Trust Company of Canada or its respective Affiliates may receive information regarding any Grantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) 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 Computershare Share Trust Company of Canada to advance funds. (l) The Collateral Trustee may resign at any time by giving upon thirty (30) days’ days prior written notice thereof to each Priority Lien Representative the Trustee and the Grantors, and Priority Lien such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Trustee. If the Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered resigns under this Indenture, the Company shall appoint a successor collateral trustee. If no successor collateral trustee is appointed prior to the Grantors and Priority Lien Collateral Trustee and approved pursuant to intended effective date of the terms resignation of the Collateral Trust Agreement. Upon any such Trustee (as stated in the notice of resignation or any such removalresignation), the Collateral Trustee may, at the expense of the Company, petition a court of competent jurisdiction for the appointment of a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreementcollateral trustee. Upon the acceptance of any its appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trusteecollateral trustee hereunder, that such successor Priority Lien Collateral Trustee collateral trustee shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring or removed Priority Lien Collateral Trustee under this AgreementTrustee, and the term “Collateral Trustee” shall mean such successor collateral trustee, and the retiring or removed Priority Lien Collateral Trustee under this AgreementTrustee’s appointment, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities powers and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with duties as the performance of the duties of 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 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 duties and obligations under this Agreementterminated. After any the retiring or removed Priority Lien Collateral Trustee’s resignation or removal hereunder as the Priority Lien Collateral Trusteehereunder, the provisions of this Agreement Section 13.12 (and Section 6.06) 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 under this Agreement while it was the Priority Lien Collateral Trustee hereunderunder this Indenture.

Collateral Trustee. (a) The Collateral Trustee will hold (directly or through co-trustees or agents) and will be entitled to enforce at the direction of the Controlling Priority Lien Representative, all Liens on the Collateral Trustee has been appointed to act created by the Security Documents. (b) Except as Priority Lien provided in the Collateral Trustee hereunder Trust Agreement or as directed by each the Controlling Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Collateral Trustee will not be obligated: (i) to act upon directions purported to be delivered to it by any Person; (ii) take any Enforcement Action; 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. Notwithstanding anything to the contrary contained in the Collateral Trust Agreement, the Collateral Trustee will not commence any Enforcement Action or otherwise take any action or proceeding against any of the Collateral unless and until it shall have been directed by written notice from the Controlling Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein Representative and then only in accordance with the terms provisions of the Collateral Trust Agreement and the Intercreditor Agreement, if any. 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 Notwithstanding anything 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 provided contrary contained in the Collateral Trust Agreement. Upon , upon the acceptance occurrence and during the continuance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Debt Default under the applicable Priority Lien Collateral TrusteeDocuments, the Credit Agreement Agent, at any time that successor it is acting as Controlling Priority Lien Representative under the 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 Trust Agreement, and will not direct the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Lien Collateral Trustee or otherwise authorize take any action under the filing of such amendments to financing statements, and take such other actions, Collateral Trust Agreement as may be necessary or appropriate in connection with the assignment to such successor Controlling Priority Lien Collateral Trustee Representative unless and until it shall have been directed by written notice of the security interests created hereunder, whereupon such retiring or removed Priority Lien Collateral Trustee shall be discharged from its duties an Act of First Out Debtholders 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, then only in accordance with the provisions of this the Collateral Trust Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was and the Priority Lien Collateral Trustee hereunderIntercreditor Agreement, if any.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Agreementother Secured Debt 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 Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this SectionSection 10 and the Collateral Trust Agreement. The rights, privileges, protections and immunities in provisions of the Collateral Trust Agreement for relating to the benefit Collateral Trustee including, without limitation, the provisions relating to resignation or removal of the Collateral Trustee and the rights, powers, duties and immunities of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at by this reference and shall survive 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 termination of the Collateral Trust Agreement. Upon any such notice For the avoidance of resignation doubt, the Collateral Trustee may exercise or any such removal, a successor Priority Lien perform all rights and duties under this Agreement by or through agents or other representatives or designees. The Collateral Trustee shall not be appointed bound to take any action hereunder or exercise any of the rights or powers vested in it by this Agreement, except as provided in this Agreement or 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 Agreement, and the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of 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 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 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 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder under the Collateral Trust Agreement by each Priority Lien Representative Indenture Trustee and Hedge Counterparty and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 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 AgreementDocuments. 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 Parity Lien Representative and the GrantorsPledgor, 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 Pledgor and Priority Lien Collateral Trustee and approved pursuant to signed by the terms of the Collateral Trust AgreementParity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 duties of 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 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 duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. (a) The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by and each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 PartyHolder, by its acceptance of the benefits hereofNotes, agrees hereby acknowledge and agree that it shall have no right individually pursuant to realize upon any of the Collateral hereunderTrust Agreement, 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 shall hold in trust for the benefit of all current and future Secured Parties a security interest in accordance with the terms Collateral granted to the Collateral Trustee pursuant to the applicable Security Document (b) Each Holder, by its acceptance of this Section. The rightsthe Notes (i) appoints the Collateral Trustee to act on its behalf as collateral trustee under the Security Documents and the Collateral Trust Agreement, privileges, protections (ii) authorizes and immunities in directs the Collateral Trustee to 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 such actions on its behalf and to 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 Issuers 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 Company 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 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 provisions of the Collateral Trust Agreement. Upon any such notice )) to serve as collateral trustee on behalf of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Secured Parties under the Collateral Trust Agreement. Upon 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 Issuers, the Subsidiary Guarantors or any of their respective Affiliates may serve as Collateral Trustee. (e) The Trustee and each Holder, by its acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trusteethe Notes, 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien authorize the Collateral Trustee all sumsto enter into any Approved Intercreditor Agreement (and any amendments, Securities amendments and restatements, restatements or waivers of or supplements to or other items of Collateral held hereundermodifications to, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreementextensions, restructuring, renewals, replacements of, such agreements) 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 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 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 acknowledge that each Approved Intercreditor 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 Priority Lien Collateral Trustee hereunderis (if entered into) binding upon them.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its chargescharges (including, but not limited to, reasonable attorneys’ fees and 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 duties of 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 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 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 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. (a) The Priority Lien Collateral Trustee Company has been appointed Computershare Trust Company of Canada to act serve as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Trustee, the trustee for the Outstanding 2016 Notes and the holders of (1) the Notes; (2) the Outstanding 2016 Notes; (3) all other Priority Lien Obligations outstanding from time to time, if any; and (4) all Subordinated Lien Obligations outstanding from time to time, if any. The Trustee 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 Collateral Documents and the Trustee 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 Collateral Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of this SectionIndenture and the Collateral Documents, together with such powers as are reasonably incidental thereto. (b) The Collateral Trustee agrees to act as such on the express conditions contained in this Section 13.12. The rights, privileges, protections and immunities in the Collateral Trust Agreement provisions of this Section 13.12 are solely for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit and none of the Priority Lien Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.05. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Collateral Documents, the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Trustee have or be deemed to have any fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Collateral 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. Except as expressly otherwise provided in this Indenture, 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 Collateral Documents, including the exercise of remedies pursuant to Article V, and any action so taken or not taken shall be deemed consented to by the Holders. (c) Neither the Company nor any of its Affiliates may act as Collateral Trustee. No Secured Debt Representative may serve as Collateral Trustee; provided, that the Trustee under this Indenture may serve as Collateral Trustee if the Notes are the only Secured Obligations outstanding. (d) The Collateral Trustee holds (directly or through co-trustees or agents), and is entitled to enforce on behalf of the holders of Priority Lien Obligations and Subordinated Lien Obligations, if any, all Liens on the Collateral created by the applicable Collateral Documents for their benefit, subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement, in each case as described below. (e) Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Debtholders in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated: (1) to act upon directions purported to be delivered to it by any Person; (2) to foreclose upon or otherwise enforce any Lien; or (3) to take any other action whatsoever with regard to any or all of the applicable Collateral Documents, the Liens created thereby or the Collateral. (f) the Company will deliver to each Secured Debt Representative, copies of all Collateral Documents delivered to the Collateral Trustee. (g) The Collateral Trustee may execute any of its duties under this Indenture or the Collateral Documents by or through agents, employees, attorneys-in-fact or through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Trustee shall not be responsible for the negligence or misconduct of any agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made without gross negligence or willful misconduct. (h) None of the Collateral Trustee or any of its Related Persons 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 Collateral Document 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 Grantor or Affiliate of any Grantor, 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 Indenture or any other indenture or the Collateral Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any other Indenture or the Collateral Documents, or for any failure of any Grantor or any other party to this Indenture or the Collateral Documents to perform its obligations hereunder or thereunder. None of the Collateral Trustee or any of its respective Related Persons 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 Collateral Documents or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (i) The Collateral Trustee shall be entitled to rely conclusively, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Grantor), independent accountants and other experts and advisors selected by the Collateral Trustee. The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Indenture, any other indenture or the Collateral Documents unless it shall first receive such request or concurrence of the Trustee as it deems appropriate and direction as provided for in the Collateral Trust Agreement and, if it so requests, it shall first be indemnified and funded 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, any other indenture or the Collateral Documents in accordance with a request or consent of the Trustee or an Act of Required Debtholders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (j) The Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Trustee shall have received written notice from the Trustee or a Grantor or an Act of Required Debtholders referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, the Collateral Trustee shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article V (subject to this Section 13.12); provided, however, that unless and until the Collateral Trustee has received any such request, the Collateral Trustee may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable. (k) Computershare Trust Company of Canada 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 any Grantor and its 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, Computershare Share Trust Company of Canada or its respective Affiliates may receive information regarding any Grantor or its Affiliates (including information that may be subject to confidentiality obligations in favor of any such Grantor or such Affiliate) 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 Computershare Share Trust Company of Canada to advance funds. (l) The Collateral Trustee may resign at any time by giving upon thirty (30) days’ days prior written notice thereof to each Priority Lien Representative the Trustee and the Grantors, and Priority Lien such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Trustee. If the Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered resigns under this Indenture, the Company shall appoint a successor collateral trustee. If no successor collateral trustee is appointed prior to the Grantors and Priority Lien Collateral Trustee and approved pursuant to intended effective date of the terms resignation of the Collateral Trust Agreement. Upon any such Trustee (as stated in the notice of resignation or any such removalresignation), the Collateral Trustee may, at the expense of the Company, petition a court of competent jurisdiction for the appointment of a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreementcollateral trustee. Upon the acceptance of any its appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trusteecollateral trustee hereunder, that such successor Priority Lien Collateral Trustee collateral trustee shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring or removed Priority Lien Collateral Trustee under this AgreementTrustee, and the term “Collateral Trustee” shall mean such successor collateral trustee, and the retiring or removed Priority Lien Collateral Trustee under this AgreementTrustee’s appointment, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities powers and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with duties as the performance of the duties of 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 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 duties and obligations under this Agreementterminated. After any the retiring or removed Priority Lien Collateral Trustee’s resignation or removal hereunder as the Priority Lien Collateral Trusteehereunder, the provisions of this Agreement Section 13.12 (and Section 6.06) 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 under this Agreement while it was the Priority Lien Collateral Trustee hereunderunder this Indenture.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance the Holders of the benefits hereof, the other Secured PartiesNotes. The Priority Lien Collateral Trustee shall be obligated, and 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 AgreementIndenture. 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 provisions of the Indenture relating to the Collateral Trustee or the Trustee, if applicable, including, without limitation, the provisions relating to resignation or removal of the Collateral Trustee and the protections, rights, privilegesindemnities, protections powers and duties and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit by this reference and shall survive any termination 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 Indenture or without cause by an instrument removal or concurrent instruments in writing delivered to the Grantors and Priority Lien Collateral Trustee and approved pursuant to the terms resignation of the Collateral Trust AgreementTrustee or Trustee, if applicable. Upon In connection with exercising any such notice right or discretionary duty hereunder (including, without limitation, the exercise of resignation or any such removalrights following the occurrence of an Event of Default), a successor Priority Lien the Collateral Trustee shall be appointed as provided entitled to request and rely upon the direction of Holders of a majority in aggregate outstanding amount of the Notes to direct the Collateral Trust AgreementTrustee pursuant to the Indenture. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien The Collateral Trustee shall thereupon succeed not have any liability for taking any action at such direction or for its failure to and become vested with all take any action pending the rights, powers, privileges and duties receipt of the retiring or removed Priority Lien such direction. The Collateral Trustee under shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement, and it shall not be responsible for any statement or recital in this Agreement. Neither the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment nor any of its chargesaffiliates, directors, officers, agents or employees shall promptly be responsible for or have any duty to ascertain, inquire into or verify (i) transfer to such successor Priority Lien Collateral Trustee all sumsany statement, Securities and other items of Collateral held hereunder, together with all records and other documents necessary warranty or appropriate representation made in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreement, and ; (ii) execute and deliver to such successor Priority Lien Collateral Trustee the performance or otherwise authorize the filing observance 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 Priority Lien Collateral Trustee any of the security interests created hereunder, whereupon such retiring covenants or removed Priority Lien Collateral Trustee shall agreements of the Company herein; or (iii) the receipt of items required to be discharged from its duties and obligations under this Agreement. After any retiring or removed Priority Lien delivered to the Collateral Trustee’s resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to (a) Wilmington Trust, National Association will initially act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 Holders and all other Priority Lien Obligations outstanding from time to time. (b) The holders of this Section. The rights, privileges, protections and immunities in the future Junior Lien Obligations will appoint a Junior Lien Collateral Trust Agreement Trustee for the benefit of the holders of the Junior Lien Obligations outstanding from time to time. (c) Neither the Issuer nor any of its Affiliates may act as Collateral Trustee are hereby incorporated herein for the benefit Trustee. (d) Each of the Priority Lien Collateral Trustee. Priority Trustee and the Junior Lien Collateral Trustee may resign (if any) shall hold (directly or through co-trustees or agents), and will be entitled to enforce, all Liens on the Collateral at any time held by giving thirty (30) days’ prior written notice thereof to each Priority Lien Representative and it created by the Grantorsrelevant Security Documents, and Priority Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered subject to the Grantors ABL Intercreditor Agreement 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 Stanwell Intercreditor Deed. (e) Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Secured Parties in accordance with and subject to the Collateral Trust Agreement (or, from and after the Junior Lien Enforcement Date, as directed by the Required Junior Lien Debtholders in accordance with and subject to 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 not be obligated: (i) to and become vested act upon directions purported to be delivered to it by any Person; (ii) to foreclose upon or otherwise enforce any Lien; (iii) to take any other action whatsoever with regard to any or all the rights, powers, privileges and duties of the retiring Security Documents, the Liens created thereby or removed the Collateral; or (iv) to prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or otherwise ensure the perfection or maintenance of any security interest granted pursuant to this Indenture or any Security Document. The Issuer shall deliver to each Notes Priority Collateral Secured Debt Representative copies of all Security Documents delivered to the Priority Lien Collateral Trustee under this Agreement, and acting for the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of 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 benefit of such amendments to financing statements, Notes Priority Collateral Secured Debt Representative. (f) The Holders authorize and take such other actions, as may be necessary or appropriate in connection with direct 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 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, as applicable, to (i) enter into the provisions Security Documents to which it is party, whether executed on or after the Issue Date, (ii) make the representations of this Agreement shall inure to the Holders set forth in the Security Documents, (iii) bind the Holders on the terms as set forth in the Security Documents, and (iv) perform and observe its benefit as to any actions taken or omitted to be taken by it obligations under this Agreement while it was the Security Documents. (g) If applicable, the Priority Lien Collateral Trustee is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the UCC or the PPSA can be perfected only by possession. (h) Subject to the provisions of the applicable Security Documents, each Holder, by acceptance of the Notes, agrees that the Priority Lien Collateral Trustee shall execute and deliver the Security Documents to which it is a party and all agreements, documents and instruments incidental thereto (including any releases permitted hereunder), and act in accordance with the terms thereof.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative the Indenture Trustee and the Hedge Counterparty under the Collateral Trust Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 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 AgreementDocuments. 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 Parity 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 signed by the terms of the Collateral Trust AgreementParity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right, to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. 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 Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 duties of 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 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 duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this 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 Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee collateral trustee hereunder by each Priority Lien Representative the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured PartiesParties appoint the Collateral Trustee to act as collateral trustee hereunder. The Priority Lien 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 or refrain from taking any action (including, without limitation, including the release or substitution of Collateral), solely in accordance with this Agreement Agreement, the Credit 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 AgreementIndenture. In furtherance of the foregoing provisions of this SectionSection 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 Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this SectionAgreement. The provisions of the Credit Agreement relating to the Collateral Trustee, including the provisions relating to resignation or removal of the Collateral Trustee and the rights, privileges, protections 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 interpreted as giving the Collateral Trustee responsibility for or any duty concerning the validity, perfection, priority or enforceability of the 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 entering into this Agreement solely in its capacity as Collateral Trustee under 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 not in its individual 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 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 Agreement, and the 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 other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of 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 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 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 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 Priority Lien Collateral Trustee hereundercorporate capacity.

Collateral Trustee. (a) The Priority Lien Collateral Note Trustee has been appointed to act will also serve as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and 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 the Holders of the Notes and other Note Obligations. (b) The Collateral Trustee is authorized and empowered to appoint one or more co-Collateral Trustees as it deems necessary or appropriate. (c) Neither the Note Trustee nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents will be responsible for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien securing Note Obligations, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens securing Note Obligations or for any delay in accordance with doing so. Beyond the terms exercise of this Sectionreasonable 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 and 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. The rights, privileges, protections and immunities Collateral Trustee will be deemed to have exercised reasonable care in the Collateral Trust Agreement for the benefit custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee are hereby incorporated herein will not be liable or responsible for any loss or diminution in the benefit 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 will be subject to such directions as may be given it by the Note Trustee from time to time as required or permitted by this Indenture. Except as directed by the Note Trustee and as required or permitted by this Indenture, at any time there are Priority Lien Obligations which have not been paid in full, the Collateral Trustee will not be obligated to: (i) act upon directions purported to be delivered to it by any Person; (ii) foreclose upon or otherwise enforce any Lien; or (iii) take any other action whatsoever with regard to any or all of the Liens, Security Documents or the Collateral. (e) The Company will deliver to the Note Trustee copies of all Security Documents delivered to the Collateral Trustee. Priority Lien . (f) The Collateral Trustee will be accountable only for amounts that it actually receives as a result of the enforcement of Liens securing Note Obligations. (g) In acting as Collateral Trustee, the Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to rely upon and enforce 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 all 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 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 protections, immunities, indemnities and duties benefits of the retiring or removed Note Trustee under Article 7 (other than Section 7.06, which shall apply solely to the Note Trustee) mutatis mutandis, and, in connection therewith, references to the Note Trustee shall be deemed to include the Collateral Trustee and references to this Indenture shall be deemed to include the Security Documents and the Intercreditor Agreement. (h) Each successor Note Trustee will become the successor Collateral Trustee as and when the successor Note Trustee becomes the Note Trustee. (i) Section 7.08 shall be read as applying to the Collateral Trustee, mutatis mutandis; provided that any notice of resignation shall also be provided to the Priority Lien Collateral Agent. (j) 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 the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under this Agreementany 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 in accordance with Section 7.08 hereof 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. (k) The Issuer and the Guarantors will indemnify the Collateral Trustee against, and will promptly pay upon demand, all reasonable and documented costs and expenses incurred by the retiring or removed Priority Lien Collateral Trustee under this Agreementand its agents in creating, upon payment perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees and title insurance premiums, as well as, after the occurrence of any Default or Event of Default, all costs and expenses incurred by the Collateral Trustee, its charges, shall promptly (i) transfer to such successor Priority Lien Collateral agents and the Note 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 preservation, collection, foreclosure or enforcement of the duties of 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 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 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 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 Priority Lien Collateral Trustee hereunderCollateral.