Common use of Collateral Trustee Clause in Contracts

Collateral Trustee. In acting as Collateral Trustee, the Collateral Trustee may rely upon, and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removed, and the Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or thereby.

Collateral Trustee. In acting as Collateral Trustee(a) The Issuer and each of the Holders, by acceptance of the Notes, hereby designates and appoints the Collateral Trustee may rely upon, and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and all of the rights, powers, immunities, indemnities and benefits of the Trustee as its agent under this Indenture includingand the Security Documents (as applicable), without limitationand the Issuer and each of the Holders, those set forth by acceptance of the Notes, hereby irrevocably authorizes the Collateral Trustee to take such action on its behalf under the provisions of this Indenture and the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of this Indenture and the Security Documents (as applicable), and consents and agrees to the terms of each Security Document, as the same may be in this Article 11 as well as effect or may be amended, restated, supplemented or otherwise modified from time to time in Sections 1.02 and 1.03accordance with their respective terms. The Collateral Trustee may resign agrees to act as such on the express conditions contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the provisions of this Indenture and the Security Documents (as applicable), and the exercise by the Collateral Trustee of any rights or remedies set forth herein and therein shall be removedauthorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents (as applicable), the duties of the Collateral Trustee shall be ministerial and administrative in nature, and the Collateral Trustee’s successor Trustee shall be appointed not have any duties or responsibilities, except those expressly set forth herein and in the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement Security Documents to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), nor shall the Collateral Trustee shall not have or be liable fordeemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor (as defined in the Security Agreement), and Holders shall indemnify the Collateral Trustee in respect ofno implied covenants, any settlement itemsfunctions, feesresponsibilities, expensesduties, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to liabilities shall be read into this Indenture and the other Indenture Security Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that or otherwise exist against the Collateral Trustee may be entitled to pursuant to Trustee. Without limiting the immediately preceding generality of the foregoing sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, use of the term “agent” in its sole discretion, require the Holders to offer this Indenture with reference to the Collateral Trustee security is not intended to connote any fiduciary or indemnity satisfactory other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to it against any loss, expenses and liabilities which may be incurred therein create or therebyreflect only an administrative relationship between independent contracting parties.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In acting furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Lien Representative and the Grantors, and Priority Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Priority Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, the that successor Priority Lien Collateral Trustee may rely upon, shall thereupon succeed to and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Priority Lien Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Priority Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Lien Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s successor shall be appointed in resignation or removal hereunder as the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubtPriority Lien Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Priority Lien Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. The Collateral Trustee has been appointed to act as Collateral Trustee by the Indenture Trustee and the Hedge Counterparty under the Collateral Trust Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Parity Lien Documents. In acting furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Parity Lien Representative and the Grantors, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Trustee signed by the Parity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right, to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor Collateral Trustee, the that successor Collateral Trustee may rely upon, shall thereupon succeed to and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 Agreement shall promptly (for i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the avoidance performance of doubtthe duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority Lien Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Priority Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In acting furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Lien Representative and the Grantors, and Priority Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Priority Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, the that successor Priority Lien Collateral Trustee may rely upon, shall thereupon succeed to and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Priority Lien Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges (including, but not limited to, reasonable attorneys’ fees and expenses), shall promptly (i) transfer to such successor Priority Lien Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Priority Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Priority Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Lien Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Priority Lien Collateral Trustee’s successor shall be appointed in resignation or removal hereunder as the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubtPriority Lien Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Priority Lien Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. The Collateral Trustee has been appointed to act as collateral trustee hereunder by the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured Parties appoint the Collateral Trustee to act as collateral trustee hereunder. The Collateral Trustee shall be obligated, and, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement, and the Indenture. In acting as furtherance of the foregoing provisions of this Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Agreement. The provisions of the Credit Agreement relating to the Collateral Trustee, including the provisions relating to resignation or removal of the Collateral Trustee may rely upon, and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and all of the rights, powersprivileges, immunities, indemnities powers and benefits duties and immunities of the Collateral Trustee, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be interpreted as giving the Collateral Trustee under this Indenture responsibility for or any duty concerning the validity, perfection, priority or enforceability of the Liens granted hereunder or giving the Collateral Trustee any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability, including, without limitation, those set forth any duty to file any financing statements, amendments, continuation statements or other documents to perfect or maintain the perfection of the security interest granted hereunder. Wilmington Trust, National Association is entering into this Agreement solely in this Article 11 its capacity as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removed, and under the Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 Trust Agreement and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security individual or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebycorporate capacity.

Collateral Trustee. The Collateral Trustee has been appointed to act as collateral trustee hereunder by the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured Parties appoint Wilmington Trust, National Association to act as Collateral Trustee hereunder. The Collateral Trustee shall be obligated, and, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement, and the Indenture. In acting as furtherance of the foregoing provisions of this Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Agreement and the Collateral Trust Agreement. The provisions of the Collateral Trust Agreement and the Credit Agreement relating to the Collateral Trustee, including the provisions relating to resignation or removal of the Collateral Trustee may rely upon, and shall be entitled to the benefitsdirection, rights, protectionsprivileges, powers and duties and immunities and indemnities of and to enforce, each and all of the rightsCollateral Trustee, powers, immunities, indemnities are incorporated herein by this reference and benefits shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be interpreted as giving the Collateral Trustee under this Indenture responsibility for or any duty concerning the validity, perfection, priority or enforceability of the Liens granted hereunder or giving the Collateral Trustee any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability, including, without limitation, those set forth any duty to file any financing statements, amendments, continuation statements or other documents to perfect or maintain the perfection of the security interest granted hereunder. Wilmington Trust, National Association is entering into this Agreement solely in this Article 11 its capacity as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removed, and under the Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 Trust Agreement and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security individual or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebycorporate capacity.

Collateral Trustee. The Collateral Trustee has been appointed to act as Collateral Trustee under the Collateral Trust Agreement by Indenture Trustee and Hedge Counterparty and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Parity Lien Documents. In acting furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Parity Lien Representative and the Pledgor, and Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Pledgor and Collateral Trustee signed by the Parity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor Collateral Trustee, the that successor Collateral Trustee may rely upon, shall thereupon succeed to and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 Agreement shall promptly (for i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the avoidance performance of doubtthe duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. The Parity Lien Collateral Trustee has been appointed to act as Parity Lien Collateral Trustee hereunder by each Parity Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Parity Lien Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Collateral Trust Agreement; provided, the Parity Lien Collateral Trustee shall, exercise, or refrain from exercising, any remedies provided for herein in accordance with the terms of the Collateral Trust Agreement and the Intercreditor Agreement. In acting furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Parity Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections and immunities in the Collateral Trust Agreement for the benefit of the Collateral Trustee are hereby incorporated herein for the benefit of the Parity Lien Collateral Trustee. Parity Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Parity Lien Representative and the Grantors, and Parity Lien Collateral Trustee may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Parity Lien Collateral Trustee and approved pursuant to the terms of the Collateral Trust Agreement. Upon any such notice of resignation or any such removal, a successor Parity Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Parity Lien Collateral Trustee hereunder by a successor Parity Lien Collateral Trustee, the that successor Parity Lien Collateral Trustee may rely upon, shall thereupon succeed to and shall be entitled to the benefits, rights, protections, immunities and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Parity Lien Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Parity Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Parity Lien Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Parity Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Parity Lien Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Parity Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Parity Lien Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Parity Lien Collateral Trustee’s successor shall be appointed in resignation or removal hereunder as the same manner as provided with respect to the Trustee under this Article 11 (for the avoidance of doubtParity Lien Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Parity Lien Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. In acting The Collateral Trustee has been appointed to act as Collateral TrusteeTrustee under the Collateral Trust Agreement by Administrative Agent and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Trustee shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may rely uponbe exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Lenders and the Pledgor, and shall Collateral Trustee may be entitled removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the benefitsPledgor and Collateral Trustee signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, rightsRequisite Lenders shall have the right, protectionsupon five (5) Business Days' notice to the Administrative Agent, immunities to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 Agreement shall promptly (for i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the avoidance performance of doubtthe duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.

Collateral Trustee. In acting (a) Customer hereby acknowledges that this Agreement and all rights granted to Customer hereunder are subject and subordinate to a security interest and lien in favor of First Trust National Association (the "Trustee"), as Collateral Trusteethe same may be assigned (the "Security Interest") in and to the Transponder(s) that may be owned and operated by PanAmSat and which are the subject of this Agreement (and/or the proceeds from the sale or other disposition of all or any portion thereof, or any insurance that may be received by PanAmSat as a result of any loss or destruction of, or damage to, the Collateral Trustee may rely upon, and Transponders identified above). The Security Interest shall be entitled deemed to arise under all security agreements, indentures, mortgages, pledge agreements and other collateral documents between Trustee and PanAmSat, including all renewals, modifications, consolidations or replacements thereto (collectively, the benefits"Collateral Documents"). Notwithstanding the Security Interest, rightsthe Trustee agrees that Customer shall continue to have the benefits of this Agreement notwithstanding any default on the part of PanAmSat under the Collateral Documents, protectionsso long as (i) Customer is not in default under the terms and conditions of this Agreement, immunities and indemnities (ii) Customer shall not pay any of and its obligations under this Agreement more than 30 days prior to enforcetheir scheduled payment date under this Agreement, each and all of (iii) this Agreement is not supplemented, amended or extended or otherwise modified in any manner which adversely affects the rights, powers, immunities, indemnities and benefits interests of the Trustee under this Indenture including, without limitation, those set forth on behalf of the holders of the Senior Secured Notes (as defined in this Article 11 as well as the Collateral Documents) in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removeda degree greater than the manner in which it adversely affects PanAmSat, and (iv) after receipt of notice from the Trustee of a default by PanAmSat under the Collateral Trustee’s successor shall be appointed in the same manner Documents, Customer agrees to make, and makes, all payments thereafter as provided with respect to the Trustee under this Article 11 (for the avoidance of doubt, the provisions of Sections 11.11 and 11.12 of this Indenture shall be interpreted to apply to the Collateral Trustee as if it was referenced therein in lieu of instructed by the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or thereby.

Collateral Trustee. In acting The Collateral Trustee has been appointed to act as Collateral TrusteeTrustee by the Administrative Agent under the Collateral Trust Agreement and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Trustee shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided, the Collateral Trustee shall, after payment in full of all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain from exercising, any remedies provided for herein in accordance with the instructions of the holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Hedge Agreement) under all Hedge Agreements. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may rely uponbe exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. Collateral Trustee may resign at any time by giving thirty (30) days' prior written notice thereof to Lenders and the Grantors, and shall Collateral Trustee may be entitled removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the benefitsGrantors and Collateral Trustee signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, rightsRequisite Lenders shall have the right, protectionsupon five (5) Business Days' notice to the Administrative Agent, immunities to appoint a successor Collateral Trustee. Upon the acceptance of any appointment as Collateral Trustee hereunder by a successor Collateral Trustee, that successor Collateral Trustee shall thereupon succeed to and indemnities of and to enforce, each and become vested with all of the rights, powers, immunities, indemnities privileges and benefits duties of the retiring or removed Collateral Trustee under this Indenture including, without limitation, those set forth in this Article 11 as well as in Sections 1.02 and 1.03. The Collateral Trustee may resign or be removedAgreement, and the retiring or removed Collateral Trustee’s successor shall be appointed in the same manner as provided with respect to the Trustee under this Article 11 Agreement shall promptly (for i) transfer to such successor Collateral Trustee all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the avoidance performance of doubtthe duties of the successor Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Collateral Trustee or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Trustee's resignation or removal hereunder as the Collateral Trustee, the provisions of Sections 11.11 and 11.12 of this Indenture Agreement shall inure to its benefit as to any actions taken or omitted to be interpreted to apply to taken by it under this Agreement while it was the Collateral Trustee as if it was referenced therein in lieu of the Trustee). With respect to any deposit account control agreement to which the Collateral Trustee is a party, (i) notwithstanding the terms thereof (but without limiting the Credit Parties’ indemnification obligations hereunder and under the other Indenture Documents), the Collateral Trustee shall not be liable for, and Holders shall indemnify the Collateral Trustee in respect of, any settlement items, fees, expenses, charges, indemnity obligations or any other obligations pursuant to such deposit account control agreement other than to the extent satisfied from the assets of the Credit Parties then held by the Collateral Trustee pursuant to this Indenture and the other Indenture Documents and (ii) for the avoidance of doubt, in addition to the other rights, powers, immunities, indemnities and benefits that the Collateral Trustee may be entitled to pursuant to the immediately preceding sentence, prior to taking any action or omitting to take any action under any such deposit account control agreement, the Collateral Trustee may, in its sole discretion, require the Holders to offer to the Collateral Trustee security or indemnity satisfactory to it against any loss, expenses and liabilities which may be incurred therein or therebyhereunder.