Common use of The Collateral Trustee Clause in Contracts

The Collateral Trustee. In addition to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle the Collateral Trustee to take action or refrain from taking action, in each case, with respect to the Collateral, shall not impose or be deemed to impose on the Collateral Trustee an obligation to act independently from the instructions of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or direction.

The Collateral Trustee. In addition By accepting a Note, each Holder is deemed to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle have irrevocably appointed the Collateral Trustee to take action or refrain from taking action, in each case, with respect to act as its agent under the Collateral, shall not impose or be deemed to impose on Security Documents and irrevocably authorized the Collateral Trustee an obligation to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Trustee on its behalf. The Collateral Trustee will have no duties or obligations except those expressly set forth in the Security Documents to which it is party; provided that no provision of this Indenture shall be construed to relieve the Collateral Trustee from liability for its own negligent action, its own negligent failure to act independently from or its own willful misconduct. Notwithstanding the instructions generality of the Administrative Agent foregoing: (acting on behalf a) The duties and obligations of the Lenders) Collateral Trustee shall be determined solely by the express provisions of this Indenture and the Security Documents and the Collateral Trustee shall not be liable to any party hereto or to monitor any Security Document to which it is a party by reason of any failure on the contingencies that may give rise part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Trustee shall not be responsible in any manner for the exercise validity, enforceability or sufficiency of such power this Indenture, the Security Documents or entitlementany Collateral delivered under the Security Documents, or for the value or collectability of any Notes, Pari Passu Indebtedness covered by the Security Documents or other instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Collateral Trustee. The Collateral Trustee shall not be required bound to make examine or inquire into or be liable for any calculation contemplated defect or failure in this Agreement, is authorized the right or title of the Grantors to rely on any calculation performed by the Servicer all or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds the assets whether such defect or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection failure was known to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes might have been discovered upon examination or omits to take in good faith which it believes to be authorized inquiry and whether capable of remedy or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or directionnot.

The Collateral Trustee. In addition to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle the Collateral Trustee to take action or refrain from taking action, in each case, with respect to the Collateral, shall not impose or be deemed to impose on the Collateral Trustee an obligation to act independently from the instructions of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or direction.,

The Collateral Trustee. In addition to and not in limitation Each of the terms of Section 8.01, Lenders and the following terms apply to Issuing Bank hereby irrevocably appoints the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle Trustee as its agent and authorizes the Collateral Trustee to take action or refrain from taking actionsuch actions on its behalf, in each caseincluding execution of the other Loan Documents, with respect and to the Collateral, shall not impose or be deemed exercise such powers as are delegated to impose on the Collateral Trustee an obligation to act independently from by the instructions terms of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of Loan Documents, together with such power or entitlementactions and powers as are reasonably incidental thereto. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify duties or obligations except those expressly set forth in the accuracy thereofLoan Documents. The Without limiting the generality of the foregoing, (a) the Collateral Trustee shall not be required subject to expend any fiduciary or risk any other implied duties, regardless of its own funds or otherwise incur any liability whether a Default has occurred and is continuing, (financial or otherwiseb) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under have any duty to give take any property held discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by it as the Loan Documents that the Collateral Trustee any greater degree of care than it gives its own similar property and shall not be is required to invest any funds held hereunder exercise in writing as directed by the Administrative Agent or the Required Lenders (or such other than deposit number or percentage of cash Collateral into the Collection Account. As to any fact or matter Lenders as shall be necessary under the manner of ascertainment of which is not specifically described hereincircumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Collateral Trustee shall be entitled not have any duty to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matterdisclose, and such certificate shall constitute full protection not be liable for the failure to disclose, any information relating to any Loan Party or any of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as Collateral Trustee for or any action taken or omitted to be taken by it of its Affiliates in good faith in reliance thereonany capacity. The Collateral Trustee shall not be liable for any action taken or not taken by it takes with the consent or omits to take at the request of the Administrative Agent or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in good faith which it believes to be authorized Section 9.02) or within its rights or powers other than for in the absence of its own gross negligence or willful misconduct. The Collateral Trustee shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Trustee by the Borrower, the Administrative Agent or a Lender, and the Collateral Trustee shall not be responsible for or have any duty to ascertain or responsibility in respect of inquire into (i) any recordingstatement, filing, warranty or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest representation made in or related to the Collateralin connection with any Loan Document, (ii) the acquisition or maintenance contents of any insurance certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the payment performance or discharge observance of any taxof the covenants, assessment, agreements or other governmental charge terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any lien other agreement, instrument or encumbrance document, (v) the creation, perfection or priority of any kind owing with respect to, assessed Liens on the Collateral or levied against, any part the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee. The Collateral Trustee shall be authorized toentitled to rely upon, but and shall in no event not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have any duty been signed or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in sent by the Collateralproper Person. The Collateral Trustee also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Trustee may consult with legal counsel (who may be under no obligation to counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Collateral Trustee may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Collateral Trustee. The Collateral Trustee and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the rights or powers vested in it by this Agreement or preceding paragraphs shall apply to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant such sub-agent and to the provisions Related Parties of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee securityand any such sub-agent, indemnity and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Collateral Trustee. The Collateral Trustee may resign or prefunding satisfactory to may be replaced at any time as provided in the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or directionTrust Documents.

The Collateral Trustee. In addition to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle the Collateral Trustee to take action or refrain from taking action, in each case, with respect to the Collateral, shall not impose or be deemed to impose on the Collateral Trustee an obligation to act independently from the instructions of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-re- depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or direction.

The Collateral Trustee. In addition to (a) The Trustee and not in limitation each Holder, by its acceptance of the terms of Section 8.01Notes, the following terms apply hereby acknowledge and agree that pursuant to the Collateral Trustee. Notwithstanding anything contained herein or Trust Agreement, the Collateral Trustee shall hold in any other Transaction trust for the benefit of all current and future Secured Parties a security interest in the Collateral granted to the Collateral Trustee pursuant to the applicable Security Document. (b) Each Holder, any provisions by its acceptance of the Transaction Notes (i) appoints Wilmington Trust, National Association to act on its behalf as collateral trustee under the Security Documents that empower and/or entitle and the Collateral Trust Agreement, (ii) authorizes and directs the Collateral Trustee to enter into the Security Documents and the Collateral Trust Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith, (iii) authorizes the Collateral Trustee to take action such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms of the Security Documents and the Collateral Trust Agreement, including for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer and Guarantors thereunder to secure the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (iv) authorizes the Collateral Trustee to release any Lien granted to or refrain from taking actionheld by the Collateral Trustee upon any Collateral as provided in this Indenture or the Security Documents. (c) The Issuer hereby appoints Wilmington Trust, in each caseNational Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee (and which shall be entitled to the benefit of the provisions of the Collateral Trust Agreement)) to serve as collateral trustee on behalf of the Secured Parties under the Collateral Trust Agreement and under the Security Documents as provided therein, with respect the privileges, powers and immunities as set forth therein and in the Security Documents. (d) Each Holder and the Issuer hereby acknowledge that in connection with the issuance of the Notes, upon delivery of the required documentation under the Collateral Trust Agreement, including, without limitation, the Reaffirmation Agreement, the Collateral Trustee will be appointed as such for the benefit of the Holders of the Notes. (e) None of the Issuer, the Guarantors or any of their respective Affiliates may serve as Collateral Trustee. (f) Each Holder, by its acceptance of the Notes, (i) authorize the Collateral Trustee 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) and (ii) acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (g) The Collateral Trustee shall be an express third party beneficiary and shall enjoy the Collateralrights, protections, immunities, and indemnities afforded the Trustee hereunder; provided the foregoing shall not impose or be deemed construed to impose on the Collateral Trustee an obligation to act independently from the instructions duties or standard of care (including any prudent person standard) of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or direction.

The Collateral Trustee. In addition to (a) The Trustee and not in limitation each Holder, by its acceptance of the terms of Section 8.01Notes, the following terms apply hereby acknowledge and agree that pursuant to the Collateral Trustee. Notwithstanding anything contained herein or Trust Agreement, the Collateral Trustee shall hold in any other Transaction trust for the benefit of all current and future Secured Parties a security interest in the Collateral granted to the Collateral Trustee pursuant to the applicable Security Document. (b) Each Holder, any provisions by its acceptance of the Transaction Notes (i) appoints Wilmington Trust, National Association to act on its behalf as collateral trustee under the Security Documents that empower and/or entitle and the Collateral Trust Agreement, (ii) authorizes and directs the Collateral Trustee to enter into the Security Documents and the Collateral Trust Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith, (iii) authorizes the Collateral Trustee to take action such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms of the Security Documents and the Collateral Trust Agreement, including for the purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer and Guarantors thereunder to secure the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (iv) authorizes the Collateral Trustee to release any Lien granted to or refrain from taking actionheld by the Collateral Trustee upon any Collateral as provided in this Indenture or the Security Documents. (c) The Issuer hereby appoints Wilmington Trust, in each caseNational Association (and any co-agents, sub-agents or attorneys-in-fact appointed by the Collateral Trustee (and which shall be entitled to the benefit of the provisions of the Collateral Trust Agreement)) to serve as collateral trustee on behalf of the Secured Parties under the Collateral Trust Agreement and under the Security Documents as provided therein, with respect the privileges, powers and immunities as set forth therein and in the Security Documents. (d) None of the Issuer, the Guarantors or any of their respective Affiliates may serve as Collateral Trustee. (e) Each Holder, by its acceptance of the Notes, (i) authorize the Collateral Trustee 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) and (ii) acknowledge that each Approved Intercreditor Agreement is (if entered into) binding upon them. (f) The Collateral Trustee shall be an express third party beneficiary and shall enjoy the Collateralrights, protections, immunities, and indemnities afforded the Trustee hereunder; provided the foregoing shall not impose or be deemed construed to impose on the Collateral Trustee an obligation to act independently from the instructions duties or standard of care (including any prudent person standard) of the Administrative Agent (acting on behalf of the Lenders) or to monitor the contingencies that may give rise to the exercise of such power or entitlement. The Collateral Trustee shall not be required to make any calculation contemplated in this Agreement, is authorized to rely on any calculation performed by the Servicer or the Administrative Agent and shall not have any obligation to verify the accuracy thereof. The Collateral Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe in its sole determination that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Trustee shall not be under any duty to give any property held by it as Collateral Trustee any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Collateral Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Collateral Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral. The Collateral Trustee shall be authorized to, but shall in no event have any duty or responsibility to, file any financing or continuation statements or record any documents or instruments in any public office at any time or times or otherwise perfect or maintain any security interest in the Collateral. The Collateral Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Lenders pursuant to the provisions of this Agreement or any other Transaction Document, unless such Lenders shall have offered to the Collateral Trustee security, indemnity or prefunding satisfactory to the Collateral Trustee, in its sole discretion, against the losses, costs, expenses (including the fees and expenses of its counsel and agents) and liabilities that might be incurred by the Collateral Trustee in compliance with such request, order or direction.

The Collateral Trustee. In addition By accepting a Note, each Holder is deemed to and not in limitation of the terms of Section 8.01, the following terms apply to the Collateral Trustee. Notwithstanding anything contained herein or in any other Transaction Document, any provisions of the Transaction Documents that empower and/or entitle have irrevocably appointed the Collateral Trustee to take action or refrain from taking action, in each case, with respect to act as its agent under the Collateral, shall not impose or be deemed to impose on Security Instruments and the Intercreditor Agreement and irrevocably authorized the Collateral Trustee an obligation to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Instruments, the Intercreditor Agreement or other documents to which it is a party, together with any other incidental rights, powers and discretions, and (ii) execute each document expressed to be executed by the Collateral Trustee on its behalf. Each Holder agrees that the Collateral Trustee shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee by this Indenture, the Intercreditor Agreement and the Security Instruments. The Collateral Trustee will have no duties or obligations except those expressly set forth in the Security Instruments to which it is party or in the Intercreditor Agreement; provided, however that no provision of this Indenture shall be construed to relieve the Collateral Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act independently from or its own willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Notwithstanding the instructions generality of the Administrative Agent foregoing: (acting on behalf a) The duties and obligations of the Lenders) Collateral Trustee shall be determined solely by the express provisions of this Indenture, the Intercreditor Agreement and the Security Instruments and the Collateral Trustee shall not be liable to any party hereto, to the Intercreditor Agreement or to monitor any Security Instrument to which it is a party by reason of any failure on the contingencies that may give rise part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other Person to perform such Person’s obligations under any such document. (b) The Collateral Trustee shall not be responsible in any manner for the exercise validity, enforceability or sufficiency of such power this Indenture, the Security Instruments, the Intercreditor Agreement or entitlementany Collateral delivered under the Security Instruments, or for the value or collectability of any Notes or for any representations made or obligations assumed by any party other than the Collateral Trustee. The Collateral Trustee shall not be required bound to make examine or inquire into or be liable for any calculation contemplated defect or failure in this Agreement, is authorized to rely on any calculation performed by the Servicer right or title of the Issuer or the Administrative Agent Guarantors to all or any of the assets whether such defect or failure was known to the Collateral Trustee or might have been discovered upon examination or inquiry and shall not have any obligation to verify the accuracy thereof. whether capable of remedy or not. (c) The Collateral Trustee shall not be required responsible for any unsuitability, inadequacy, expiration or unfitness of any security interest created pursuant to expend any Security Instrument pertaining to this matter nor shall it be obligated to make any investigation into, and shall be entitled to assume, the adequacy and fitness of any security interest created pursuant to any Security Instrument pertaining to this matter. (d) The Collateral Trustee shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, in each case except for its own gross negligence or willful misconduct. (e) The Collateral Trustee may seek the advice, at the expense of the Issuer, of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Indenture, the Intercreditor Agreement or its duties hereunder or under any Security Instrument or applicable law, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or written opinion of such counsel. (f) The Collateral Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, approval or other paper or document it receives in connection with this Indenture, the Intercreditor Agreement or any Security Instrument. (g) In no event shall the Collateral Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (h) In no event shall the Collateral Trustee be liable for any failure or delay in the performance of its obligations hereunder, under the Intercreditor Agreement or under any Security Instrument because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture, the Intercreditor Agreement or any Security Instrument. (i) The Collateral Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions pursuant to this Indenture or any Security Instrument; provided, however that (i) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Collateral Trustee in a timely manner, and (ii) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. (j) The Collateral Trustee shall be entitled to seek written directions from the requisite Holders or the Trustee (at the direction of the requisite Holders) prior to taking any action under this Indenture, the Intercreditor Agreement or any Security Instrument or with respect to any Collateral. (k) The Collateral Trustee shall not be responsible to any Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Lien or security interest created or purported to be created under or in connection with, any Security Instrument or any other instrument or document furnished pursuant thereto. (l) The Collateral Trustee shall have no responsibility for or liability with respect to monitoring compliance of any other party to the Security Instruments, the Intercreditor Agreement, this Indenture or any other document related hereto or thereto. The Collateral Trustee has no duty to monitor the value or rating of any Collateral on an ongoing basis. (m) No provision of this Indenture, the Intercreditor Agreement or any Security Instrument shall require the Collateral Trustee to expend, advance or risk any of its own funds or otherwise incur any financial liability (financial or otherwise) in the performance of any of its duties hereunder under this Indenture, the Intercreditor Agreement or in any of the Security Instruments or in the exercise of any of its rights or powerspowers hereunder, if under the Intercreditor Agreement or under any of the Security Instruments unless it is indemnified to its satisfaction and the Collateral Trustee shall have grounds no liability to believe any Person for any loss occasioned by any delay in its sole determination that repayment of taking or failure to take any such funds or action while it is awaiting an indemnity satisfactory to it. (n) Whenever in the administration of this Indenture, the Intercreditor Agreement or any Security Instrument the Collateral Trustee shall deem it against such risk desirable that a matter be proved or liability is not assured established prior to it. taking, suffering or omitting any action hereunder, the Collateral Trustee (unless other evidence be herein specifically prescribed) may conclusively rely upon written instructions from the requisite Holders. (o) The Collateral Trustee may act and rely and shall not be under protected in acting and relying in good faith on the opinion or advice of, or information obtained from, any duty to give any property held counsel, accountant, investment banker, appraiser or other expert or adviser, whether retained or employed by it as the Holders or by the Collateral Trustee. (p) The Collateral Trustee any greater degree may employ or retain such counsel, accountants, sub-agent, agent or attorney in fact, appraisers or other experts or advisers as it may reasonably require for the purpose of care than it gives determining and discharging its own similar property rights and duties hereunder and shall not be required responsible for the actions of any such parties it appoints with due care. (q) The Collateral Trustee may request that the requisite Holders or other parties deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to invest take specified actions pursuant to this Indenture, the Intercreditor Agreement or any funds Security Instrument. (r) Money held hereunder other than deposit of cash Collateral into the Collection Account. As to any fact or matter the manner of ascertainment of which is not specifically described herein, by the Collateral Trustee shall in trust hereunder need not be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection segregated from other funds except to the Collateral Trustee for any action taken or omitted to be taken extent required by it in good faith in reliance thereon. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers other than for its own gross negligence or willful misconduct. The Collateral Trustee shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the perfection, continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collaterallaw. The Collateral Trustee shall be authorized tounder no liability for interest on any money received by it hereunder except as otherwise agreed by the Collateral Trustee in writing. (s) Notwithstanding anything to the contrary herein, but beyond the exercise of reasonable care in the custody thereof, the Collateral Trustee shall have no duty as to any Collateral in no event have its possession or control or in the possession or control of any duty agent or responsibility tobailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. Without limiting the generality of the foregoing, file the Collateral Trustee shall not be responsible for filing any financing or continuation statements or record recording any documents or instruments in any public office at any time or times or otherwise perfect perfecting or maintain maintaining the perfection of any Lien or security interest in the Collateral. The Collateral Trustee shall be under no obligation deemed to exercise any have exercised reasonable care in the custody of the rights Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords similar collateral and shall not be liable or powers vested responsible for any loss or diminution in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction value of any of the Lenders pursuant Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee. (t) The Collateral Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens on any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title to the provisions Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee shall have no duty to ascertain or inquire as to or monitor the performance or observance of any of the terms of this Agreement Indenture or any other Transaction Documentthe Security Instruments. (u) The Issuer and the Guarantors, unless such Lenders jointly and severally, shall have offered to defend, indemnify, and hold harmless the Collateral Trustee securityfrom and against any claims, indemnity demands, penalties, fines, liabilities, settlements, damages or prefunding satisfactory reasonable costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of the following in respect of the Collateral: (w) the presence, disposal, release, or threatened release of any Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, Persons or animals; (x) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (y) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials, and/or (z) any violation of laws, orders, regulations, requirements or demands of government authorities, which are based upon or in any way related to such Hazardous Materials including, reasonable attorney and consultant fees and expenses, reasonable investigation and laboratory fees, court costs, and reasonable litigation expenses, except, in each case, where such claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses arise from the gross negligence or willful misconduct of the Collateral Trustee as determined in a final, non-appealable order of a court of competent jurisdiction. (v) The Collateral Trustee reserves the right to conduct an environmental audit prior to foreclosing on any real estate Collateral or mortgage Collateral. The Collateral Trustee reserves the right to forebear from foreclosing in its own name if to do so may expose it to undue risk. (w) Upon any payment or distribution of assets hereunder, under the Intercreditor Agreement or under any Security Instrument, the Collateral Trustee shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which an insolvency or liquidation proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution in such insolvency or liquidation proceeding, delivered to the Collateral Trustee, for the purpose of ascertaining the Persons entitled to participate in its sole discretionsuch payment or distribution, against the lossesamount thereof or payable thereon, costs, expenses the amount or amounts paid or distributed thereon and all other facts pertinent thereto. (including x) The rights and protections of the fees and expenses of its counsel and agents) and liabilities that might Collateral Trustee set forth herein shall also be incurred by applicable to the Collateral Trustee in compliance with such requestits roles as mortgagee, order beneficiary, pledgee or directionany of its other roles (including as Collateral Trustee) under the Security Instruments. (y) In acting as Collateral Trustee, the Collateral Trustee may rely upon, enjoy the benefits of and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 6 hereof. (z) Notwithstanding anything in this Indenture to the contrary and for the avoidance of doubt, the Collateral Trustee and the Trustee shall have no duty to act outside of the United States of America in respect of any Collateral.