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:

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: