Common use of Trustee Duties Clause in Contracts

Trustee Duties. (a) The Trustee, as Priority Lien Representative for the Notes, shall enter into the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Note Documents on behalf of the Holders. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Secured Parties, the Trustee, in its capacity as Priority Lien Representative, shall be entitled to seek the direction of Holders of the Notes. Subject to the next succeeding sentence, if the minimum consent or directions of Holders for such action required by Sections 6.05 or 9.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee (i) directing such Act of Required Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of the Notes consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding aggregate principal amount of the Notes), which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Secured Parties unless a unanimous consent is obtained for the Holders of the Notes. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Secured Parties, the Notes registered in the name of, or beneficially owned by, the Issuers or any Affiliate of the Issuers will be deemed not to be outstanding and neither the Issuers nor any Affiliate of the Issuers will be entitled to vote such Notes and the Issuers shall notify the Trustee and the Collateral Trustee in writing whether any Notes are owned by the Issuers or any of their Affiliates.

Trustee Duties. (a) The Trustee, as Priority Lien Representative for the Notes, shall enter into Pursuant to the Collateral Trust Agreement to appoint Agreement, Wilmington Trust, National Association has been appointed to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers Company signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and andor Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the IssuersCompany, upon delivery to the Trustee and andor Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Note Documents on behalf of the Holders. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Secured Parties, the Trustee, in its capacity as Priority Lien Representative, shall be entitled to seek the direction of Holders of the Notes. Subject to the next succeeding sentence, if the minimum consent or directions of Holders for such action required by Sections 6.05 or 9.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee (i) directing such Act of Required Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of the Notes consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding aggregate principal amount of the Notes), which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Secured Parties unless a unanimous consent is obtained for the Holders of the Notes. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Secured Parties, the Notes registered in the name of, or beneficially owned by, the Issuers Company or any Affiliate of the Issuers Company will be deemed not to be outstanding and neither the Issuers Company nor any Affiliate of the Issuers Company will be entitled to vote such Notes and the Issuers Company shall notify the Trustee and the Collateral Trustee in writing whether any Notes are owned by the Issuers it or any of their its Affiliates.

Trustee Duties. (a) The TrusteeOn the Closing Date, as Priority Lien Representative for the Notes, shall enter into Trustee will execute the Joinder to the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act and will be designated as the Priority Collateral TrusteePari Passu Lien Debt Representative for the BFA Loan Obligations. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee Agent to take any action) under the Collateral Trust Agreement or any other Security Document for any of the Notes Series 2019 Bonds without the written direction of the Holders of a majority in aggregate principal amount of the Outstanding Series 2019 Bonds (or the minimum consent for such action required under the Indenture) and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes Outstanding Series 2019 Bonds (or the minimum consent for such action required under this the Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes Outstanding Series 2019 Bonds (or the minimum consent for such action required under this the Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral TrusteeAgent, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee Trustee, the Issuer nor any of its their officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of any of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, immunities and benefits given to the Issuer under this Financing Agreement and the Trustee under this the Indenture, including, without limitation, its their right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Financing Agreement and the Indenture are extended to the Trustee when acting under the Collateral Trust Agreement, the Intercreditor Agreement (if applicable) and the other Note Pari Passu Lien Debt Documents on behalf of the HoldersHolders of the Series 2019 Bonds. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Pari Passu Lien Secured Parties, the Trustee, in its capacity as Priority Pari Passu Lien Debt Representative, shall be entitled to seek the direction of Holders of a majority in aggregate principal amount of the NotesOutstanding Series 2019 Bonds. Subject to the next succeeding sentence, if the minimum consent or directions of Holders of Series 2019 Bonds for such action required by Sections 6.05 under the Financing Agreement or 9.02 or otherwise under this the Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee Agent on behalf of Holders of Series 2019 Bonds (i) directing such Act of Required Pari Passu Lien Secured Parties and (ii) notifying the Collateral Trustee Agent in writing of the aggregate principal amount of the Notes such Series 2019 Bonds consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding Outstanding aggregate principal amount of the NotesSeries 2019 Bonds), which upon request of the Collateral TrusteeAgent, shall be accompanied by indemnity or security acceptable to the Collateral Trustee Agent for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes Series 2019 Bonds affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee Agent in such Act of Required Pari Passu Lien Secured Parties unless a unanimous consent is obtained for the Holders of the NotesSeries 2019 Bonds. For purposes of determining the consent or direction of Holders of the Series 2019 Bonds for an action under the Collateral Trust Agreement that requires an Act of Required Pari Passu Lien Secured Parties, the Notes Series 2019 Bonds registered in the name of, or beneficially owned by, the Issuers Company or any Affiliate of the Issuers Company will be deemed not to be outstanding Outstanding and neither the Issuers Company nor any Affiliate of the Issuers Company will be entitled to vote such Notes Series 2019 Bonds and the Issuers Company shall notify the Trustee and the Collateral Trustee Agent in writing whether any Notes of the Series 2019 Bonds are owned by the Issuers it or any of their its Affiliates.

Trustee Duties. (a) The TrusteeOn the Closing Date, as Priority Lien Representative for the Notes, shall enter into Trustee will execute the Joinder to the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act and will be designated as the Priority Collateral TrusteePari Passu Lien Debt Representative for the BFA Loan Obligations. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee Agent to take any action) under the Collateral Trust Agreement or any other Security Document for any of the Notes Bonds without the written direction of the Holders of a majority in aggregate principal amount of the Outstanding Bonds (or the minimum consent for such action required under the Indenture) and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes Outstanding Bonds (or the minimum consent for such action required under this the Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes Outstanding Bonds (or the minimum consent for such action required under this the Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral TrusteeAgent, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee Trustee, the Issuer nor any of its their officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of any of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, immunities and benefits given to the Issuer under this Financing Agreement and the Trustee under this the Indenture, including, without limitation, its their right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Financing Agreement and the Indenture are extended to the Trustee when acting under the Collateral Trust Agreement, the Intercreditor Agreement (if applicable) and the other Note Pari Passu Lien Debt Documents on behalf of the HoldersHolders of the Bonds. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Pari Passu Lien Secured Parties, the Trustee, in its capacity as Priority Pari Passu Lien Debt Representative, shall be entitled to seek the direction of Holders of a majority in aggregate principal amount of the NotesOutstanding Bonds. Subject to the next succeeding sentence, if the minimum consent or directions of Holders of Bonds for such action required by Sections 6.05 under the Financing Agreement or 9.02 or otherwise under this the Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee Agent on behalf of Holders of Bonds (i) directing such Act of Required Pari Passu Lien Secured Parties and (ii) notifying the Collateral Trustee Agent in writing of the aggregate principal amount of the Notes such Bonds consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding Outstanding aggregate principal amount of the NotesBonds), which upon request of the Collateral TrusteeAgent, shall be accompanied by indemnity or security acceptable to the Collateral Trustee Agent for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes Bonds affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee Agent in such Act of Required Pari Passu Lien Secured Parties unless a unanimous consent is obtained for the Holders of the NotesBonds. For purposes of determining the consent or direction of Holders of the Bonds for an action under the Collateral Trust Agreement that requires an Act of Required Pari Passu Lien Secured Parties, the Notes Bonds registered in the name of, or beneficially owned by, the Issuers Company or any Affiliate of the Issuers Company will be deemed not to be outstanding Outstanding and neither the Issuers Company nor any Affiliate of the Issuers Company will be entitled to vote such Notes Bonds and the Issuers Company shall notify the Trustee and the Collateral Trustee Agent in writing whether any Notes of the Bonds are owned by the Issuers it or any of their its Affiliates.

Trustee Duties. (a) The Trustee, as Priority Parity Lien Representative for the Notes, shall enter into the Collateral Trust Agreement to appoint Wilmington Trustwith Lord Securities Corporation, National Association to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders of the Notes and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, indemnities, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, indemnities, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Note Documents on behalf of the Holders. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Secured Parties, the Trustee, in its capacity as Priority Parity Lien Representative, shall be entitled to seek the direction of Holders of the Notes. Subject to the next succeeding sentence, if the minimum consent or directions of Holders of such Notes for such action required by Sections 6.05 or 9.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee on behalf of the Notes (i) directing such Act of Required Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of the such Notes consenting or directing such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding aggregate principal amount of the Notes), which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liability or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Secured Parties unless a unanimous consent is obtained for the Holders of the Notes. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Secured Parties, the Notes registered in the name of, or beneficially owned by, the Issuers Company or any Affiliate of the Issuers Company will be deemed not to be outstanding and neither the Issuers Company nor any Affiliate of the Issuers Company will be entitled to vote such Notes. Only Notes and the Issuers shall notify as to which a Responsible Officer of the Trustee and the Collateral Trustee in writing whether any has received an Officer’s Certificate stating that such Notes are so owned by the Issuers or any of their Affiliateswill be so disregarded.

Trustee Duties. (a) The On the date hereof, the Trustee, as Priority Lien Representative for on behalf of the NotesSecured Parties, shall enter into the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Collateral Document for the Notes without the written direction of the Holders and may may, at the expense of the Company, request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent in the Indenture and the other Note Documents to the execution and delivery of the Security Document have been satisfied. (b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Collateral Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, 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. (c) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Note Documents on behalf of the HoldersNotes Documents. (d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. (e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Pari Passu Lien Secured Parties, the Trustee, in its capacity as Priority Pari Passu Lien Representative, shall be entitled to seek the direction of Holders of the Notes. Subject to the next succeeding sentence, if the minimum consent or directions of Holders for such action required by Sections 6.05 or 9.02 8.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee (i) directing such Act of Required Pari Passu Lien Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of the Notes consenting that consented or directing directed such action (it being agreed that if the requisite percentage of consent or direction is received by the Trustee, the Trustee shall consent or direct such action on behalf of all of the then outstanding aggregate principal amount of the Notes)action, which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liability liabilities or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). Notwithstanding the foregoing, if If the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Pari Passu Lien Secured Parties unless a unanimous consent is obtained for the Holders of the NotesHolders. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Pari Passu Lien Secured Parties, the Notes registered in the name of, or beneficially owned by, the Issuers Company or any Affiliate of the Issuers Company will be deemed not to be outstanding and neither the Issuers Company nor any Affiliate of the Issuers Company will be entitled to vote such Notes and the Issuers Company shall notify the Trustee and the Collateral Trustee in writing whether any Notes are owned by the Issuers it or any of their its Affiliates.