Common use of Declaration of Junior Trust Clause in Contracts

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all future holders of Junior Lien Obligations, all of EFIH’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Lien Obligations as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (3) EFIH delivers to the Collateral Trustee an Officer’s Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Grantors hereby grants confirms the grant to the Collateral TrusteeAgent, and the Collateral Trustee Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien ObligationsSecured Parties, all of EFIHsuch Grantor’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee Agent under any Junior Lien Security Document (in its capacity as collateral trustee, trustee, collateral agent or similar capacity under such Junior Lien Security Document) for the benefit of the holders of Junior Lien ObligationsSecured Parties, together with all of the Collateral TrusteeAgent’s right, title and interest in, to and under the Junior Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee Agent and its permitted successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations Secured Parties as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Agent holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification any obligations for taxes, costs, indemnifications, reimbursements, damages and other contingent obligations not then due and payable and letters liabilities in respect of credit that have which no claim or demand for payment has been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”made at such time) is outstanding and payable under this Agreement to the Collateral Trustee Agent or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH delivers the Issuers deliver to the Collateral Trustee Agent an Officer’s Certificate stating that all Junior Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Grantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder Junior Trust Estate will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee Agent or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Debt Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH the Borrower and each of the Guarantors hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Parity Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and each such Guarantor’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Parity Lien Security Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Parity Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Parity Lien Obligations Secured Parties as security for the payment of all present and future Junior Parity Lien Debt Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Debt Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Debt Documents and that EFIH is the Borrower and the Guarantors are not required by any Junior Parity Lien Debt Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Grantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien Obligations, all of EFIHsuch Grantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the such Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the ““ Junior Trust Estate,” and together with the Senior Trust Estate, the ““ Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations as security for the payment of all present current and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of ““ Discharge of Parity Priority Lien Obligations”) ), mutatis mutandis, is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH GXS delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Grantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Grantors hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all future holders of Junior Lien Obligations, all of EFIHSatmex’s and such other Grantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Junior Lien Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security such Junior Lien Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations as security for the payment of all present current and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than including outstanding unpaid indemnification claims but excluding indemnification and other contingent obligations not then due and payable and letters of credit (x) that have been cash collateralized collateralized, (y) with respect to which one or more back-up letters of credit has been furnished or (z) which are deemed to be issued under a new agreement that is not in respect of any Junior Lien Debt and that is not a Junior Lien Document with the consent of the issuing bank of such outstanding letters of credit, in each case as provided in clause (3) of the definition of “Discharge of Parity Priority Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents or counsel (whether in an individual or representative capacity); and (34) EFIH Satmex delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is Satmex and the Guarantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant agree that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure TO SECURE the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Obligors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIH’s such Obligor's right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “"Junior Trust Estate,” ", and together with the Senior Trust Estate, the “"Trust Estates”"). The , TO HAVE AND TO HOLD the Junior Trust Estate unto the Collateral Trustee and its successors and assigns in trust under this Agreement will hold the Junior Trust Estate in trust Agreement, IN TRUST, NEVERTHELESS, for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, PROVIDED, that if at any time: time (1i) all Liens securing granted by any and all of the Junior Parity Lien Obligations Documents have been released as provided in Section 4.1; , (2ii) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate, (iii) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity); and ) and (3iv) EFIH the Company delivers to the Collateral Trustee an Officer’s Certificate officer's certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Obligors are not required by any Junior Parity Lien Document to grant any Junior Lien upon any propertyproperty to secure the Parity Lien Obligations, then the junior trust arising hereunder will shall terminate, except that that, notwithstanding such termination, all provisions set forth in Sections 7.10 7.7 and 7.11 that are 7.8 hereof enforceable by the Collateral Trustee or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity) will shall remain enforceable in accordance with their terms. The parties further declare and covenant , AND THE PARTIES FURTHER DECLARE AND COVENANT that the Junior Trust Estate will shall be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Pledgors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIH’s such Pledgor's right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Parity Lien Obligations, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate"JUNIOR TRUST ESTATE,” " and together with the Senior Trust Estate, the “Trust Estates”"TRUST ESTATES"). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “"Discharge of Parity Priority Lien Obligations”") is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s 's Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Pledgors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.or

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Pledgors hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien ObligationsSecured Parties, all of EFIH’s such Pledgor's right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Junior Lien Document for the benefit of the holders of Junior Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the Security Junior Lien Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations Secured Parties as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (3) EFIH the Borrower delivers to the Collateral Trustee an Officer’s 's Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Pledgors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust Junior Trust Estate arising hereunder will terminate, except that all provisions set forth in Sections 7.10 3.2 and 7.11 7.6 and those provisions set forth in Sections 7.12 and 7.13 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties Collateral Trustee and the Collateral Trust Junior Lien Secured Parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH hereby grants each of the Pledgors has granted to the Collateral Trustee, and the Collateral Trustee has accepted and hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIHthe Liens granted by such Pledgor’s and all of the Collateral Trustee’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Parity Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Priority Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Pledgors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 8.10 and 7.11 8.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To (a) Subject to Sections 2.03 to 2.05, to secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Borrower and each Grantor hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and such Grantor’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Junior Lien Security Document for the benefit of the holders of Junior Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Junior Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). . (b) The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations Secured Parties as security for the payment of all present and future Junior Lien Obligations. . (c) Notwithstanding the foregoing, if at any time: (1i) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.14.01; (2ii) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (iii) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have for which no claim or demand for payment, whether oral or written, has been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (3iv) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH the Borrower and each Grantor is not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. . (d) The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Borrower and the other Guarantors hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Parity Lien ObligationsSecured Parties, all of EFIH’s the Borrower and such other Guarantors’ right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Parity Lien Security Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Parity Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Parity Lien Obligations Secured Parties as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2b) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (c) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have for which no claim or demand for payment, whether oral or written, has been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (3d) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Borrower and the other Guarantors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Pledgors hereby grants to the Parity Collateral Trustee, and the Parity Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIH’s such Pledgor's right, title and interest in, to and under all Collateral granted to the Parity Collateral Trustee under any Security Document securing Parity Lien Obligations for the benefit of the holders of Junior Parity Lien Obligations, together with all of the Parity Collateral Trustee’s 's right, title and interest in, to and under the such Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate"JUNIOR TRUST ESTATE,” " and together with the Senior Trust Estate, the “Trust Estates”"TRUST ESTATES"). The Parity Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “"Discharge of Parity Priority Lien Obligations”") is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers' Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Pledgors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH the Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future Junior Lien Representatives and holders of Junior Lien Obligations, all of EFIHsuch Company’s or Guarantor’s right, title and interest in, in and to and under all the Collateral granted to the Collateral Trustee under any Security Document for the benefit of the Junior Lien Representatives and holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future Junior Lien Representatives and holders of Junior Lien Obligations as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Company delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been may be released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Company and the Guarantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust Junior Trust Estate arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. (a) To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Borrower and each Grantor hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to holdhold in trust, in trust under this Agreement for the benefit of all current and future holders of Junior Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and such Grantor’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Security Junior Lien Collateral Document for the benefit of the holders of Junior Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Junior Lien Collateral Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). . (b) The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations Secured Parties as security for the payment of all present and future Junior Lien Obligations. . (c) Notwithstanding the foregoing, if at any time: (1i) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.14.01; (2ii) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (iii) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have for which no claim or demand for payment, whether oral or written, has been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (3iv) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH the Borrower and each Grantor is not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11, 7.12 and 7.11 Article V that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. . (d) The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Grantors hereby grants confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Parity Lien ObligationsSecured Parties, all of EFIHsuch Grantor’s right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Parity Lien Security Document for the equal and ratable benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Parity Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Parity Lien Obligations Secured Parties as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have for which no claim or demand for payment, whether oral or written, has been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Grantors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Obligors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIH’s such Obligor's right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “"Junior Trust Estate,” " and together with the Senior Trust Estate, the “"Trust Estates”"). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “"Discharge of Parity Priority Lien Obligations”") is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers' Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Obligors are not required by any Junior Parity Lien Document to grant any Junior Lien upon any propertyproperty to secure the Parity Lien Obligations, then the junior trust arising hereunder will terminate, except that that, notwithstanding such termination, all provisions set forth in Sections 7.9 and 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH the Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Lien Obligations, all of EFIHsuch Company’s or Guarantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Lien Obligations as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Priority Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Company delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Company and the Guarantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Obligors hereby grants to the Collateral TrusteeAgent, and the Collateral Trustee Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIHsuch Obligor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee Agent under any Security Collateral Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral TrusteeAgent’s right, title and interest in, to and under the Security Collateral Documents, and all interests, rights, powers and remedies of the Collateral Trustee Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” ”, and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee Agent and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2b) the Collateral Agent holds no other property in trust as part of the Junior Trust Estate; (c) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and outstanding letters of credit and bankers’ acceptances that have been cash collateralized as provided in clause (3c) of the definition of “Discharge of Parity Priority Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee Agent or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity); and (3d) EFIH the Borrower delivers to the Collateral Trustee Agent an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Obligors are not required by any Junior Parity Lien Document to grant any Junior Lien upon any propertyproperty to secure the Parity Lien Obligations, then the junior trust arising hereunder will terminate, except that that, notwithstanding such termination, all provisions set forth in Sections 7.10 9.11 and 7.11 that are 9.12 enforceable by the Collateral Trustee Agent or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties Parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH the Company and each of the Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future Junior Lien Representatives and holders of Junior Lien Obligations, all of EFIHsuch Company’s or Guarantor’s right, title and interest granted to the Collateral Trustee in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the Junior Lien Representatives and holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future Junior Lien Representatives and holders of Junior Lien Obligations as security for the payment of all present and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and; (34) EFIH the Company delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee may be released in compliance with all applicable provisions of the Junior Lien Documents and that the Company and the Guarantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, and (5) each Junior Lien Representative delivers to the Collateral Trustee an officers’ certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Company and the Guarantors are not required by any the Junior Lien Document as to which such Person is the Junior Lien Representative to grant any Junior Lien upon any propertyproperty (and each Junior Lien Representative hereby agrees to deliver such certificate to the Collateral Trustee when the Liens securing the applicable Series of Junior Lien Debt are to be released in accordance with the applicable Junior Lien Documents), then the junior trust Junior Trust Estate arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations Obligations, if any, and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Pledgors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Lien Obligations, all of EFIHsuch Pledgor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Lien Obligations as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Junior Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Company delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Pledgors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder Junior Trust Estate will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Grantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and future holders of Junior Lien Obligations, all of EFIH’s such Grantor's right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Security Document for the benefit of the holders of Junior Lien Obligations, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the such Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Junior Lien Obligations as security for the payment of all present current and future Junior Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Priority Lien Obligations”) ), mutatis mutandis, is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH Delta delivers to the Collateral Trustee an Officer’s Officers' Certificate stating that all Junior Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Lien Documents and that EFIH is the Grantors are not required by any Junior Lien Document to grant any Junior Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 and 7.11 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Obligors hereby grants to the Collateral TrusteeAgent, and the Collateral Trustee Agent hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien Obligations, all of EFIHsuch Obligor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee Agent under any Security Collateral Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral TrusteeAgent’s right, title and interest in, to and under the Security Collateral Documents, and all interests, rights, powers and remedies of the Collateral Trustee Agent thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” ”, and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee Agent and its successors and assigns under this Agreement will hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2b) the Collateral Agent holds no other property in trust as part of the Junior Trust Estate; (c) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and outstanding letters of credit and bankers’ acceptances that have been cash collateralized as provided in clause (3c) of the definition of “Discharge of Parity Priority Lien Obligations”) is outstanding and payable under this Agreement to the Collateral Trustee Agent or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity); and (3d) EFIH the Company delivers to the Collateral Trustee Agent an Officer’s Officers’ Certificate stating that all Junior Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Obligors are not required by any Junior Parity Lien Document to grant any Junior Lien upon any propertyproperty to secure the Parity Lien Obligations, then the junior trust arising hereunder will terminate, except that that, notwithstanding such termination, all provisions set forth in Sections 7.10 9.11 and 7.11 that are 9.12 enforceable by the Collateral Trustee Agent or any of its co-trustees trustees, agents or sub-agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties Parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein.

Declaration of Junior Trust. To secure the payment of the Junior Parity Lien Obligations and in consideration of the premises and the mutual agreements set forth herein, EFIH each of the Borrower and the Guarantors hereby grants (or reaffirms and confirms its prior grant) to the Collateral Trustee, and the Collateral Trustee hereby accepts reaffirms and agrees confirms its acceptance and agreement to hold, in trust under this Agreement for the benefit of all present and future holders of Junior Parity Lien ObligationsSecured Parties, all of EFIHsuch Borrower’s and Guarantor’s right, title and interest in, to and under all Collateral granted to the Collateral Trustee under any Parity Lien Security Document for the benefit of the holders of Junior Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Junior Trust Estate,” and together with the Senior Trust Estate, the “Trust Estates”). The Collateral Trustee and its successors and assigns under this Agreement will continue to hold the Junior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Junior Parity Lien Obligations Secured Parties as security for the payment of all present and future Junior Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Junior Parity Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no other property in trust as part of the Junior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters of credit that have been cash collateralized as provided in clause (3) of the definition of “Discharge of Parity Lien Obligations”payable) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and (34) EFIH the Borrower delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Junior Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Junior Parity Lien Documents and that EFIH is the Borrower and Guarantors are not required by any Junior Parity Lien Document to grant any Junior Parity Lien upon any property, then the junior trust arising hereunder will terminate, except that all provisions set forth in Sections 7.10 7.11 and 7.11 7.12 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms. The parties further declare and covenant that the Junior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.