Common use of Obligations and Powers of Collateral Trustee Clause in Contracts

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Representative and/or by its acceptance of the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding); (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof; (7) release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.2; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreement. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed by written notice of an Act of Parity Lien Debtholders and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Hedge Provider, each Banking Services Provider, each Secured Debt Representative and each other Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee for any of the purposes listed below (and which shall be entitled to the benefit of the provisions of this Agreement)) to serve as collateral trustee hereunder on and under the terms Security Documents as provided herein and conditions set forth hereintherein. Subject to, and in accordance with, this Agreement, the Collateral Trustee willwill have, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties, in accordance with the terms of this Agreement and subject to applicable law, the power and authority to: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as may be required or advisable from time to time authorized pursuant to and in accordance with Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Agreement Joinders delivered pursuant to Section 3.8 3.8, 3.9 or 7.18 hereof; (7) promptly release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.23.2 or Article IV; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreementact or decline to act in connection with any enforcement of Liens as provided in Section 3.3. (b) Each party to this Agreement acknowledges and consents and/or by its acceptance of the benefits of the Security Documents hereby acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed in writing by written notice of an Act of Parity Lien Debtholders Required Secured Parties and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) The Collateral Trustee is authorized to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence by any Grantor of any Funded Debt permitted by the terms of the applicable Secured Debt Documents to be secured by the Collateral on a pari passu or junior priority secured basis, in each case in order to permit such Funded Debt to be secured by a valid, perfected Lien (with such priority as may be designated by such Grantor to the extent such priority is permitted by the applicable Secured Debt Documents), and the parties hereto acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (e) Notwithstanding anything to the contrary contained in this Agreement, neither none of Parent, the Company nor other Grantors or any of its their respective Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section SECTION 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Representative and/or by its acceptance of the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, including without limitation Section 5.3, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present current and future Parity Lien Secured Parties: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof; (7) release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.24.1; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Receivables Facility Intercreditor Agreement and, upon the incurrence of any Permitted ABL Debt by the Company or any Guarantor, the ABL Intercreditor Agreement. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve (but not enforce) the Liens securing the Parity Lien Obligations Secured Obligations, subject to the extent permitted pursuant to the Intercreditor Section 5.9 of this Agreement) unless and until it shall have been directed by written notice of an Act of Parity Priority Lien Debtholders or Act of Required Debtholders, as applicable, and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Section1 Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Representative and/or by its acceptance of the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, including without limitation Section 5.3, and the ABL-Notes Intercreditor Agreement, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present current and future Parity Lien Secured Parties: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof; (7) release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.24.1 or the ABL-Notes Intercreditor Agreement; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the ABL-Notes Intercreditor Agreement. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve (but not enforce) the Liens securing the Parity Priority Lien Obligations Obligations, subject to the extent permitted pursuant to the Intercreditor Section 5.9 of this Agreement) unless and until it shall have been directed by written notice of an Act of Parity Lien Debtholders Required Debtholders, as applicable, and then only in accordance with the provisions of this Agreement and, where applicable, the First Lien Indenture. Section2 Release or Subordination of Liens (a) as directed by an Act of Required Debtholders accompanied by an Officers’ Certificate to the effect that the release or subordination was permitted by each applicable Priority Lien Document; (b) as required by Article 4; (c) as ordered pursuant to applicable law under a final and the Intercreditor Agreement.nonappealable order or judgment of a court of competent jurisdiction; (d) Notwithstanding anything for the subordination of the Liens on the ABL Collateral securing the Priority Lien Obligations to the contrary contained in this Liens on the ABL Collateral securing the ABL Obligations to the extent required by the ABL-Notes Intercreditor Agreement, neither ; (e) pursuant to the Company nor any ABL-Notes Intercreditor Agreement; or (f) pursuant to a provision of its Affiliates may serve as Collateral Trusteethe First Lien Indenture.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Hedge Provider, each Banking Services Provider, each Secured Debt Representative and each other Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee for any of the purposes listed below (and which shall be entitled to the benefit of the provisions of this Agreement)) to serve as collateral trustee hereunder on and under the terms Security Documents as provided herein and conditions set forth hereintherein. Subject to, and in accordance with, this Agreement, the Collateral Trustee willwill have, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties, in accordance with the terms of this Agreement and subject to applicable law, the power and authority to: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as may be required or advisable from time to time authorized pursuant to and in accordance with Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders Agreement Xxxxxxxx delivered pursuant to Section 3.8 3.8, 3.9 or 7.18 hereof; (7) promptly release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.23.2 or Article IV; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreementact or decline to act in connection with any enforcement of Liens as provided in Section 3.3. (b) Each party to this Agreement acknowledges and consents and/or by its acceptance of the benefits of the Security Documents hereby acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed in writing by written notice of an Act of Parity Lien Debtholders Required Secured Parties and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) The Collateral Trustee is authorized to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence by any Grantor of any Funded Debt permitted by the terms of the applicable Secured Debt Documents to be secured by the Collateral on a pari passu or junior priority secured basis, in each case in order to permit such Funded Debt to be secured by a valid, perfected Lien (with such priority as may be designated by such Grantor to the extent such priority is permitted by the applicable Secured Debt Documents), and the parties hereto acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (e) Notwithstanding anything to the contrary contained in this Agreement, neither none of Parent, the Company nor other Grantors or any of its their respective Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section SECTION 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Authorized Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee Collateral Trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trusteeCollateral Trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured PartiesParties (or under any Parallel Debt, in its own name as set forth under Section 5.15), in accordance with the terms of this Agreement: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral Collateral, or otherwise realize on the Collateral, under and, in each case, subject to, the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied (but only upon receipt by the Collateral Trustee of an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, ) and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 7.19 hereof, accompanied by an Officers’ Certificate to the effect that such joinder is permitted under this Agreement and any other applicable Parity Lien Document; (7) release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.23.2 or Article 4; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor AgreementAgreements. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Parity Lien Document, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed in writing by written notice of an Act of Parity Lien Debtholders Required Secured Parties and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) Act or decline to act in connection with any enforcement of Liens as provided in Section 3.3. Notwithstanding anything to the contrary contained in this Agreement, neither the Company Issuer nor any of its Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Representative and/or by its acceptance of the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties: (1) accept, enter into, hold, maintain, administer and enforce all Parity Lien Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Parity Lien Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Parity Lien Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Parity Lien Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement Agreement, the Intercreditor Agreement, and the Parity Lien Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, mortgagee and trust deed beneficiary and insurance beneficiary or loss payeebeneficiary) with respect to the Collateral under the Parity Lien Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Parity Lien Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and or supplements to the Parity Lien Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the such amendment or supplement was permitted under Section 7.1, 7.1 and (ii) acknowledgements of each Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof, accompanied by an Officers’ Certificate to the effect that such joinder is permitted under this Agreement and any other applicable Parity Lien Document; (7) release or subordinate any Lien granted to it by any Parity Lien Security Document upon any Collateral if and as required by Section 3.2; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreement. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this AgreementAgreement (including Section 3.3 below), the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed by written notice of an Act of Parity Lien Debtholders and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section SECTION 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through the Notes Trustee or its respective applicable Parity Lien Representative and/or by its acceptance of the Security Documents Representative, as applicable) hereby appoints the Collateral Trustee to serve as collateral trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, including without limitation Section 5.3, and (if applicable) the Intercreditor Agreement, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties: (1i) accept, enter into, hold, maintain, administer and enforce the Intercreditor Agreement (if applicable) and all Parity Lien Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Intercreditor Agreement (if applicable) and the Parity Lien Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Intercreditor Agreement (if applicable) and the Parity Lien Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2ii) upon the occurrence of a Parity Lien Debt Default or as directed by an Act of Required Debtholders, take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement (if applicable) and the Parity Lien Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3iii) deliver and receive notices pursuant to this the Intercreditor Agreement (if applicable) and the Parity Lien Security Documents; (4iv) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Parity Lien Security Documents and its other interests, rights, powers and remedies, in each case, as directed by an Act of Required Debtholders; (5v) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Parity Lien Security Documents or any of its other interests, rights, powers or remedies; (6vi) execute and deliver (i) amendments and supplements to the Parity Lien Security Documents as from time to time authorized pursuant to Section 7.1 7.1, accompanied by an Officers’ Certificate delivered pursuant to, and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under in accordance with, Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof; (7vii) release or subordinate any Lien granted to it by any Parity Lien Security Document upon any Collateral if and as required by Section 3.24.1; and (8) viii) upon the receipt of the Officers’ Certificate delivered by the Company in connection with the incurrence of Priority Lien Debt pursuant to the definition thereof, enter into the Intercreditor Agreement, and thereafter perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreementthereunder. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations Obligations, which it shall be permitted, but shall be under no obligation, to the extent permitted pursuant to the Intercreditor Agreementundertake unless directed by an Act of Required Debtholders) unless and until it shall have been directed by written notice of an Act of Parity Lien Required Debtholders and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) Each party to this Agreement acknowledges and agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) neither the Company Grantors nor any of its their respective Affiliates may act as Collateral Trustee, (ii) no Person serving as Priority Lien Collateral Agent may also serve as Collateral Trustee and (iii) no Person serving as Parity Lien Representative may also serve as Collateral Trustee, unless such Person serves as Parity Lien Representative for each Series of Parity Lien Debt then outstanding.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Debt Representative and each other Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints Ankura Trust Company, LLC (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee for any of the purposes listed below (and which shall be entitled to the benefit of the provisions of this Agreement)) to serve as collateral trustee hereunder on and under the terms Security Documents as provided herein and conditions set forth hereintherein. Subject to, and in accordance with, this Agreement, the Collateral Trustee willwill have, as collateral trustee, for the benefit solely and exclusively for its benefit and for the ratable benefit of the other present and future Parity Lien Secured Parties, in accordance with the terms of this Agreement and subject to applicable law, the power and authority to: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as may be required or advisable from time to time authorized pursuant to and in accordance with Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders Agreement Xxxxxxxx delivered pursuant to Section 3.8 or 7.18 hereof; (7) promptly release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.23.2 or Article IV; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreementact or decline to act in connection with any enforcement of Liens as provided in Section 3.3. (b) Each party to this Agreement acknowledges and consents and/or by its acceptance of the benefits of the Security Documents hereby acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed in writing by written notice of an Act of Parity Lien Debtholders Required Secured Parties and then only in accordance with the provisions of this Agreement and the First Lien/Second Lien Intercreditor Agreement. (d) The Collateral Trustee is authorized to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence by any Grantor of any Funded Debt permitted by the terms of the applicable Secured Debt Documents to be secured by the Collateral on a senior, pari passu or junior priority secured basis, in each case in order to permit such Funded Debt to be secured by a valid, perfected Lien (with such priority as may be designated by such Grantor to the extent such priority is permitted by the applicable Secured Debt Documents, and subject to the conditions thereof), and the parties hereto acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (e) Notwithstanding anything to the contrary contained in this Agreement, neither none of the Company nor Issuer, the other Grantors or any of its their respective Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Secured Debt Representative and/or by its acceptance of hereby appoints Wilmington Trust to serve as Collateral Trustee hereunder and under the Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth hereinherein and therein. Subject to, and in accordance with, this AgreementAgreement and the other Security Documents, the Collateral Trustee will, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof;8.1; and (7) release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.2; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreement4.1. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not not, or be obligated to, commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor AgreementSecured Obligations) unless (i) the exercise of such remedy or action shall be permitted under the underlying Security Document and until (ii) it shall have been directed by written notice of an Act of Parity Lien Required Debtholders and then only in accordance with the provisions of this Agreement and the Intercreditor Agreementother Security Documents. (d) Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Affiliates may serve as Collateral Trustee.

Obligations and Powers of Collateral Trustee. Section 3.1 Appointment and Undertaking of the Collateral Trustee. (a) Each Parity Lien Secured Debt Representative and each other Secured Party (other than the Collateral Trustee) acting through its respective Parity Lien Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints Wilmington Trust, National Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee for any of the purposes listed below (and which shall be entitled to the benefit of the provisions of this Agreement)) to serve as collateral trustee hereunder on and under the terms Security Documents as provided herein and conditions set forth hereintherein. Subject to, and in accordance with, this Agreement, the Collateral Trustee willwill have, as collateral trustee, for the benefit solely and exclusively of the present and future Parity Lien Secured Parties, in accordance with the terms of this Agreement and subject to applicable law, the power and authority to: (1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents (including in connection with any Enforcement Action or Insolvency or Liquidation Proceeding)Documents; (2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (3) deliver and receive notices pursuant to this Agreement and the Security Documents; (4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, take any Enforcement Action, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from an Enforcement Action the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies; (6) execute and deliver (i) amendments and supplements to the Security Documents as may be required or advisable from time to time authorized pursuant to and in accordance with Section 7.1 accompanied by an Officers’ Certificate and opinion of counsel of the Company (which counsel may be an employee or counsel of the Company) to the effect that the amendment or supplement was permitted under Section 7.1, and (ii) acknowledgements of Collateral Trust Agreement Joinders delivered pursuant to Section 3.8 3.8, 3.9 or 7.18 hereof; (7) promptly release or subordinate any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.23.2 or Article IV; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreementact or decline to act in connection with any enforcement of Liens as provided in Section 3.3. (b) Each party to this Agreement acknowledges and consents and/or by its acceptance of the benefits of the Security Documents hereby acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Trustee will not commence any Enforcement Action exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations to the extent permitted pursuant to the Intercreditor Agreement) unless and until it shall have been directed in writing by written notice of an Act of Parity Lien Debtholders Required Secured Parties and then only in accordance with the provisions of this Agreement and the Intercreditor Agreement. (d) The Collateral Trustee is authorized to enter into any Approved Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreements) in connection with the incurrence by any Grantor of any Funded Debt permitted by the terms of the applicable Secured Debt Documents to be secured by the Collateral on a pari passu or junior priority secured basis, in each case in order to permit such Funded Debt to be secured by a valid, perfected Lien (with such priority as may be designated by such Grantor to the extent such priority is permitted by the applicable Secured Debt Documents), and the parties hereto acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (e) Notwithstanding anything to the contrary contained in this Agreement, neither none of Parent, the Company nor other Grantors or any of its their respective Affiliates may serve as Collateral Trustee.