Common use of Declaration of Senior Trust Clause in Contracts

Declaration of Senior Trust. To secure the payment of the Parity Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 present and future holders of Parity 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 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Lien Obligations as security for the payment of all present and future Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is not required by any Parity Lien Document to grant any Parity Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity Priority 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 Priority Lien Security Document (in its capacity as collateral trustee, trustee, collateral agent or similar capacity under such Priority Lien Security Document) for the benefit of the holders of Parity Priority Lien ObligationsSecured Parties, together with all of the Collateral TrusteeAgent’s right, title and interest in, to and under the Priority 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 “Senior Trust Estate”). The Collateral Trustee Agent and its permitted successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations Secured Parties as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Grantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust arising hereunder Senior Trust Estate will terminateterminate (subject to any reinstatement pursuant to Sections 3.8(d) or 7.21 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Debt Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity Priority Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and each of the Guarantors’ right, title and interest in, to and under all Collateral now or hereafter granted to the Collateral Trustee under any Priority Lien Security Document for the benefit of the holders of Parity Priority Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations Secured Parties as security for the payment of all present and future Parity Priority Lien Debt Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior Trust Estate; (3) no monetary obligation (other than indemnification and other contingent obligations not then due and payable and letters 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 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Debt Documents and that EFIH is the Borrower and each of the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 3.8(e) or 7.21 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual premises and the agreements set forth in this Agreement, 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 present current and future holders of Parity Priority 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Delta delivers to the Collateral Trustee an Officer’s Officers' Certificate stating that all Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Grantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, EFIH the Issuer and each Guarantor 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 current and future holders of Parity Priority Lien Obligations, all of EFIHthe Issuer’s or such 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien ObligationsObligations (the “Senior Trust”). Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Issuer delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Issuer and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Priority Lien Security Document for the benefit of the holders of Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will continue to hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations Secured Parties as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Borrower and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 3.8(e) or 7.22 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. (a) To secure the payment of the Parity First Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity First Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and each Grantor’s right, title and interest in, to and under all Collateral Collateral, now or hereafter granted to the Collateral Trustee under any Security First Lien Collateral Document for the benefit of the holders of Parity First Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security First 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 “Senior Trust Estate”). . (b) The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity First Lien Obligations Secured Parties as security for the payment of all present and future Parity First Lien Obligations. . (c) Notwithstanding the foregoing, if at any time: (1i) all Liens securing the Parity First 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 Senior 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 Parity First Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity First Lien Documents and that EFIH the Borrower and each Grantor is not required by any Parity First Lien Document to grant any Parity First Lien upon any property, then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 2.08(f), 3.08(e) or 7.24 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Pari Passu Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, EFIH the Company and each of the Subsidiary Guarantors hereby grants to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to receive and hold, in trust under this Agreement for the benefit of all present and future holders of Parity Pari Passu Lien ObligationsObligations and the other Secured Parties, all of EFIHsuch Company’s or Subsidiary 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 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 “Senior Trust Estate”). Each Pari Passu Lien Representative appoints the Collateral Trustee to act as collateral agent for the benefit of all present and future holders of Pari Passu Lien Obligations. The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Pari Passu Lien Obligations and the other Secured Parties as security for the payment of all present and future Parity Pari Passu Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Pari Passu 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 Senior 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 Pari Passu 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 Parity Pari Passu Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Pari Passu Lien Documents and that EFIH is the Company and the Subsidiary Guarantors are not required by any Parity Pari Passu Lien Document to grant any Parity Pari Passu Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 (3) EFIH delivers to the Collateral Trustee an Officer’s Certificate stating that all Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is not required by any Parity Lien Document to grant any Parity Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, EFIH each of the Pledgors hereby grants to the Priority Collateral Trustee, and the Priority Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all present and future holders of Parity Priority Lien Obligations, all of EFIH’s such Pledgor's right, title and interest in, to and under all Collateral granted to the Priority Collateral Trustee under any Security Document securing Priority Lien Obligations for the benefit of the holders of Parity Priority Lien Obligations, together with all of the Priority 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 “Senior Trust Estate”"SENIOR TRUST ESTATE"). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority Lien Obligations have been released as provided in Section 4.1; (2) the Collateral Trustee holds no property in trust as part of the Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Pledgors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 Parity Lien Representatives and holders of Parity 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 Parity Lien Representatives and holders of 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future Parity Lien Representatives and holders of Parity Lien Obligations as security for the payment of all present and future Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the 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 Senior 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is the Company and the Guarantors are not required by any Parity Lien Document to grant any Parity Lien upon any property, then the senior trust Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity Priority 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 Priority Lien Security Document for the equal and ratable benefit of the holders of Parity Priority Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations Secured Parties as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Grantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 2.8(e), 3.8(e) or 7.21 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity Priority Lien ObligationsSecured Parties, all of EFIH’s the Borrower and such other Guarantors’ right, title and interest in, to and under all Collateral Collateral, now or hereafter granted to the Collateral Trustee under any Priority Lien Security Document for the benefit of the holders of Parity Priority Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations Secured Parties as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Borrower and the other Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, 20 US-DOCS\104188909.12 then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 3.8(e) or 7.22 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To (a) Subject to Sections 2.03 to 2.05, to secure the payment of the Parity First Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Parity First Lien ObligationsSecured Parties, all of EFIHthe Borrower’s and such Grantor’s right, title and interest in, to and under all Collateral Collateral, now or hereafter granted to the Collateral Trustee under any First Lien Security Document for the benefit of the holders of Parity First Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the First 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 “Senior Trust Estate”). . (b) The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity First Lien Obligations Secured Parties as security for the payment of all present and future Parity First Lien Obligations. . (c) Notwithstanding the foregoing, if at any time: (1i) all Liens securing the Parity First 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 Senior 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 Parity First Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity First Lien Documents and that EFIH the Borrower and each Grantor is not required by any Parity First Lien Document to grant any Parity First Lien upon any property, then the senior trust arising hereunder will terminateterminate (subject to any reinstatement pursuant to Sections 3.08(e) or 7.23 hereof), 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “Senior Trust Estate”"SENIOR TRUST ESTATE"). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Pledgors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.or

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “"Senior Trust Estate”"). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Obligors are not required by any Parity Priority Lien Document to grant any Parity Lien upon any propertyproperty to secure the Priority Lien Obligations, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure TO SECURE the payment of the Parity Priority Lien Obligations and in consideration of the premises and the mutual agreements set forth in this Agreementherein, 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 Parity Priority 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 Parity Priority 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 “"Senior Trust Estate”"). The , TO HAVE AND TO HOLD the Senior Trust Estate unto the Collateral Trustee and its successors and assigns in trust under this Agreement will hold the Senior Trust Estate in trust Agreement, IN TRUST, NEVERTHELESS, for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, PROVIDED, that if at any time: time (1i) all Liens securing granted by any and all of the Parity Priority 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 Senior 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is Obligors are not required by any Parity Priority Lien Document to grant any Parity Lien upon any propertyproperty to secure the Priority Lien Obligations, then the senior 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 Senior Trust Estate will shall be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the premises and the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee Agent and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Parity Priority 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 Senior 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 Parity Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Obligors are not required by any Parity Priority Lien Document to grant any Parity Lien upon any propertyproperty to secure the Priority Lien Obligations, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 present current and future holders of Parity Priority 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 Document Priority Lien Documents for the benefit of the holders of Parity Priority Lien Obligations, together with all of the Collateral Trustee’s right, title and interest in, to and under the Security such Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Priority Lien Debt and that is not a Priority 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is Satmex and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, EFIH each Issuer and each Guarantor 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 current and future holders of Parity Priority Lien Obligations, all of EFIHsuch Issuer’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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien ObligationsObligations (the “Senior Trust”). Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Solo delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Issuers and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Company and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 Parity Lien Representatives and holders of Parity 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 Parity Lien Representatives and holders of 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future Parity Lien Representatives and holders of Parity Lien Obligations as security for the payment of all present and future Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the 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 Senior 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is the Company and the Guarantors are not required by any Parity Lien Document to grant any Parity Lien upon any property, and (5) each Parity Lien Representative delivers to the Collateral Trustee an officers’ certificate stating that all Parity Liens of the Collateral Trustee may be released in compliance with all applicable provisions of the Parity Lien Documents and that the Company and the Guarantors are not required by the Parity Lien Document as to which such Person is the Parity Secured Representative to grant any Parity Lien upon any property, (and each Parity Lien Representative hereby agrees to deliver such certificate to the Collateral Trustee when the Liens securing the applicable Series of Parity Lien Debt are to be released in accordance with the applicable Parity Lien Documents), then the senior trust Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the premises and the mutual agreements set forth in this Agreement, 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 Parity Priority 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee Agent and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Priority Lien Obligations as security for the payment of all present and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1a) all Liens securing the Parity Priority 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 Senior 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 Parity Liens of the Collateral Trustee Agent have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Obligors are not required by any Parity Priority Lien Document to grant any Parity Lien upon any propertyproperty to secure the Priority Lien Obligations, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee Agent subject to the further agreements herein. The Parties further declare that as of the Issue Date, following the application of the net proceeds of the offering of the Notes pursuant to the Indenture, there will be no Priority Lien Debt. No Priority Lien Debt may be issued except in accordance with the terms of the Indenture.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual premises and the agreements set forth in this Agreement, 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 present current and future holders of Parity Priority 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 Parity Priority 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 ““ Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 GXS delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is the Grantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, 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 Parity 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 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present and future holders of Parity Lien Obligations as security for the payment of all present and future Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the 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 Senior 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”) 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is the Pledgors are not required by any Parity Lien Document to grant any Parity Lien upon any property, then the senior trust arising hereunder Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

Declaration of Senior Trust. To secure the payment of the Parity Priority Lien Obligations and in consideration of the mutual agreements set forth in this Agreement, EFIH Stream and each Guarantor 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 current and future holders of Parity Priority Lien Obligations, all of EFIHStream’s or such 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 Parity Priority 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Parity Priority Lien Obligations as security for the payment of all present current and future Parity Priority Lien ObligationsObligations (the “Senior Trust”). Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity Priority 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 Senior 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 Stream delivers to the Collateral Trustee an Officer’s Officers’ Certificate stating that all Parity Priority Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Priority Lien Documents and that EFIH is Stream and the Guarantors are not required by any Parity Priority Lien Document to grant any Parity Priority Lien upon any property, then the senior trust Senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.. COLLATERAL TRUST AGREEMENT

Declaration of Senior Trust. To secure the payment of the Collateral Trust Parity Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, 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 present current and future holders of Collateral Trust Parity 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 Collateral Trust Parity Lien Document for the benefit of the holders of Collateral Trust Parity Lien ObligationsSecured Parties, together with all of the Collateral Trustee’s 's right, title and interest in, to and under the Security Collateral Trust Parity 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 “Senior Trust Estate”). The Collateral Trustee and its successors and assigns under this Agreement will hold the Senior Trust Estate in trust for the benefit solely and exclusively of all present current and future holders of Collateral Trust Parity Lien Obligations Secured Parties as security for the payment of all present and future Collateral Trust Parity Lien Obligations. Notwithstanding the foregoing, if at any time: (1) all Liens securing the Parity 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 Parity Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Parity Lien Documents and that EFIH is not required by any Parity Lien Document to grant any Parity Lien upon any property, then the senior 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 Senior Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.Lien