Common use of Collateral Agent and Representative Clause in Contracts

Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent and collateral agent under that certain Second Lien [Agreement] dated as of [ ], 20[ ], among [the Obligors identified therein], [__], as [description of capacity] and the other parties thereto and the provisions of Section [12] of such credit agreement applicable to the administrative agent thereunder shall also apply to it as Initial Second Priority Representative hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in any capacity hereunder, (i) be under any obligation to exercise discretion herein, and in any case in which BNY, in any of its capacities hereunder, is to provide consent, make a determination, grant approval, or take any like action that would involve discretion, BNY shall be fully protected in relying conclusively on direction from the requisite holders in the applicable Senior Debt Documents. BNY shall not be responsible for the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the BNY has been advised of the likelihood of such loss or damage and regardless of the form of action, or (iii) be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. The recitals contained herein shall be taken as the statements of the Obligors, and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or sufficiency of this Agreement.

Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the Senior Credit Facilities Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent and collateral agent under that certain Second Lien [Agreement] dated as of [ ], 20[ ], among [the Obligors identified therein], [__], as [description of capacity] and the other parties thereto Senior Credit Agreement and the provisions of Section [12] 10 of such credit agreement the Senior Credit Agreement applicable to the administrative agent Collateral Agent (as defined therein) thereunder shall also apply to it as Initial Second Priority Representative hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in any capacity Senior Credit Facilities Collateral Agent hereunder, (ib) be the Senior Notes Collateral Agent is entering into this Agreement in its capacity as notes collateral agent under any obligation to exercise discretion hereinthe Senior Secured Notes Indenture and the Security Agreement (as defined in the Senior Secured Notes Indenture) and not in its individual or corporate capacity, and the provisions of the Senior Secured Notes Indenture (including, Articles 7 and 11 thereof) and the Notes Security Agreement granting or extending any rights, protections, privileges, limitations of liability, indemnities and immunities applicable to the Notes Collateral Agent (as defined therein) thereunder shall also apply to the Senior Notes Collateral Agent hereunder and (c) the Junior Priority Representative is entering into this Agreement in any case its capacity as [insert role] under the Junior Priority [Agreement] and the provisions of [insert provision related to the Representative’s duties and obligations under the Junior Priority [Agreement]] of the Junior Priority [Agreement] thereunder shall also apply to the Junior Priority Representative hereunder and (d) each other Representative party hereto is entering into this Agreement in which BNY, in any of its capacities hereunder, is to provide consent, make a determination, grant approval, capacity as trustee or take any like action that would involve discretion, BNY shall be fully protected in relying conclusively on direction from agent for the requisite holders secured parties referenced in the applicable Additional Senior Priority Debt Documents. BNY shall not be responsible for Document or Additional Junior Priority Debt Document (as applicable) and the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the BNY has been advised of the likelihood corresponding exculpatory and liability-limiting provisions of such loss or damage and regardless of the form of action, or (iii) be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY agreement applicable to such Representative thereunder shall use reasonable efforts which are consistent with accepted practices in the banking industry also apply to resume performance as soon as practicable under the circumstances. The recitals contained herein shall be taken as the statements of the Obligors, and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or sufficiency of this Agreementsuch Representative hereunder.

Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the Senior Priority Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent and collateral agent Controlling Collateral Agent under that certain Second Lien [Agreement] dated as of [ ], 20[ ], among [the Obligors identified therein], [__], as [description of capacity] and the other parties thereto Senior Priority Intercreditor Agreement and the provisions of Section [12] Article IV of such credit agreement the Senior Priority Intercreditor Agreement applicable to the administrative agent Controlling Collateral Agent (as defined therein) thereunder shall also apply to it as Initial Second the Senior Priority Representative hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in any capacity Collateral Agent hereunder, (ib) be each Senior Notes Collateral Agent is entering this Agreement in its capacity as notes collateral agent under any obligation the applicable Senior Secured Notes Indenture and the provisions of Articles 7 and 12 of such Senior Secured Notes Indenture applicable to exercise discretion hereinthe Notes Collateral Agent (as defined therein) thereunder and Article [IX] of the Notes Security Agreement applicable to the Notes Collateral Agent (as defined therein) thereunder shall also apply to such Senior Notes Collateral Agent hereunder, and in any case in which BNYand, in any the event a Senior Notes Collateral Agent becomes the Controlling Collateral Agent under the Senior Priority Intercreditor Agreement, the provisions of Article IV of the Senior Priority Intercreditor Agreement applicable to the Controlling Collateral Agent (as defined therein) thereunder shall also apply to such Senior Notes Collateral Agent hereunder (c) the Initial Junior Priority Representative is entering into this Agreement in its capacities hereunder, capacity as Collateral Agent under and as defined in the Initial Junior Priority Credit Agreement and the provisions of Article VIII of the Initial Junior Priority Credit Agreement applicable to the Collateral Agent (as defined therein) thereunder shall also apply to the Junior Priority Representative hereunder and (d) each other Representative party hereto is to provide consent, make a determination, grant approval, entering into this Agreement in its capacity as trustee or take any like action that would involve discretion, BNY shall be fully protected in relying conclusively on direction from agent for the requisite holders secured parties referenced in the applicable Senior Additional Junior Priority Debt Documents. BNY shall not be responsible for Document and the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the BNY has been advised of the likelihood corresponding exculpatory and liability-limiting provisions of such loss or damage and regardless of the form of action, or (iii) be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY agreement applicable to such Representative thereunder shall use reasonable efforts which are consistent with accepted practices in the banking industry also apply to resume performance as soon as practicable under the circumstances. The recitals contained herein shall be taken as the statements of the Obligors, and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or sufficiency of this Agreementsuch Representative hereunder.

Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the First Lien Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent under that certain for the Priority Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the [AgreementTrustees] dated (as of [ ]defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, 20[ ], among and (c) the Third Lien Collateral [the Obligors identified therein], [__], Agent][Trustee] is entering into this Agreement in its capacity as [description of capacityagent][trustee and collateral trustee] and under the other parties thereto Third Lien Debt Documents and the provisions of Section [12___] of such credit agreement the Third Lien Debt Agreement applicable to the administrative agent [Agents][Trustees] (as defined therein) thereunder shall also apply to it as Initial Second Priority Representative the Third Lien Collateral [Agent][Trustee] hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in It is understood that any capacity hereunder, (i) be under any obligation to exercise discretion herein, and in any case in which BNY, in any of its capacities hereunder, is to provide consent, make a determination, grant approvalrequest, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or take exercising any like action that would involve discretion, BNY right or duty under this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] shall be fully protected in relying conclusively on pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of holders in the applicable Senior Debt Documents. BNY shall not be responsible for the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the BNY has been advised of the likelihood of such loss or damage and regardless of the form of action, or (iii) be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable Second Lien Obligations under the circumstances. The recitals contained herein shall be taken Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as the statements of the Obligors, and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or sufficiency of this Agreementapplicable].

Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the First Lien Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent under that certain for the Priority Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the [AgreementTrustees] dated (as of [ ]defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, 20[ ], among and (c) the Third Lien Collateral [the Obligors identified therein], [__], Agent][Trustee] is entering into this Agreement in its capacity as [description of capacityagent][trustee and collateral trustee] and under the other parties thereto Third Lien Debt Documents and the provisions of Section [12[ ] of such credit agreement the Third Lien Debt Agreement applicable to the administrative agent [Agents][Trustees] (as defined therein) thereunder shall also apply to it as Initial Second Priority Representative the Third Lien Collateral [Agent][Trustee] hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in It is understood that any capacity hereunder, (i) be under any obligation to exercise discretion herein, and in any case in which BNY, in any of its capacities hereunder, is to provide consent, make a determination, grant approvalrequest, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or take exercising any like action that would involve discretion, BNY right or duty under this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] shall be fully protected in relying conclusively on pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of holders in the applicable Senior Debt Documents. BNY shall not be responsible for the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the BNY has been advised of the likelihood of such loss or damage and regardless of the form of action, or (iii) be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable Second Lien Obligations under the circumstances. The recitals contained herein shall be taken Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as the statements of the Obligors, and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or sufficiency of this Agreementapplicable].