Common use of Collateral Trust Agreement Clause in Contracts

Collateral Trust Agreement. The Company, the Trustee and the Collateral Agent are entering into the Collateral Trust Agreement which sets forth the relative rights of the Trustee and the Holders, on the one hand, and the holders of the Senior Indebtedness, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended from time to time pursuant to the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting a Senior Note, acknowledges and agrees that its rights to payment of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Trust Agreement, in accordance with its terms. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement shall be deemed to limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions of Counsel in accordance with the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit).

Collateral Trust Agreement. The Company, the Trustee This Article 12 and the Collateral Agent provisions of each of the Note Security Documents are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. The Company consents to and the Holders, on the one handagrees to be bound by, and the holders of the Senior Indebtednessshall cause each Subsidiary Guarantor to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the provisions thereof and this Indentureterms therewith. Without limiting the foregoing, each Each Holder, by accepting its acceptance of the a Senior Note, acknowledges and Series of Securities (a) agrees that its rights to payment it will be bound by, and will take no actions contrary to, the provisions of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Trust Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Securities to enter into a Collateral Trust Joinder – Additional Debt (the “Joinder”) and Additional First Lien Secured Party Consent (the “First Lien Consent”), in each case, dated as of the applicable Issue Date, and (c) authorizes and instructs the Collateral Trustee to enter into the First Lien Consent and to acknowledge the Joinder and Additional Secured Debt Designation dated as of the applicable Issue Date. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, to the extent permitted by the Priority Lien Documents. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement Trustee shall be deemed entitled to limit rely on an Officer’s Certificate or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions an Opinion of Counsel in accordance with certifying that any such amendment is authorized or permitted under the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness Note Documents and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit)that all conditions precedent thereto have been satisfied.

Collateral Trust Agreement. The Company, the Trustee This Article VIII and the Collateral Agent provisions of each of the Note Security Documents are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. Vistra Operations consents to and the Holders, on the one handagrees to be bound by, and the holders of the Senior Indebtednessshall cause each Subsidiary Guarantor to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the terms therewith. The Trust, by its execution and delivery of this Agreement, (a) agrees that it will be bound by, and will take no actions contrary to, the provisions thereof and this Indenture. Without limiting the foregoing, each Holder, by accepting a Senior Note, acknowledges and agrees that its rights to payment of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Trust Agreement, (b) agrees to enter into the Collateral Trust Joinder, and (c) authorizes and instructs the Collateral Trustee to acknowledge the Collateral Trust Joinder and Additional Secured Debt Designation dated as of the date hereof. In addition, the Trust, by its execution and delivery of this Agreement, authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement shall be deemed to limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions of Counsel in accordance with the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness and may not be amended without the consent of the holders Trust, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, to the extent permitted by the Priority Lien Documents. The Trust and the Collateral Trustee shall be entitled to rely on an Officer’s Certificate or an opinion of a majority in principal amount thereof (without thereby limiting counsel certifying that any other provisions of such amendment is authorized or permitted under this Indenture or elsewhere provided for their benefit)Agreement and the Note Security Documents and that all conditions precedent thereto have been satisfied.

Collateral Trust Agreement. The Company, the Trustee This Article 12 and the Collateral Agent provisions of each other Security Document are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. The Company and the Holders, on the one handeach Guarantor consents to, and the holders of the Senior Indebtednessagrees to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the provisions thereof and this Indentureterms therewith. Without limiting the foregoing, each Each Holder, by accepting a Senior Note, acknowledges and its acceptance of the Notes (a) agrees that its rights to payment it will be bound by, and will take no actions contrary to, the provisions of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that (b) authorizes and instructs the Collateral Trustee is hereby irrevocably authorized on behalf of the Holders of the Notes and directed each other holder of Priority Lien Obligations to execute, deliver and perform such enter into the Collateral Trust AgreementAgreement as Collateral Trustee on behalf of such holders of Priority Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding (subject to First-Out Prior Payment Rights (as defined in the Collateral Trust Agreement)), to the extent permitted by the Priority Lien Documents. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement Trustee shall be deemed entitled to limit rely on an Officers’ Certificate or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions an Opinion of Counsel in accordance with certifying that any such amendment is authorized or permitted under the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit)Note Documents.

Collateral Trust Agreement. The Company, the Trustee This Article XIII and the Collateral Agent provisions of each other Security Document are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. Each Issuer and the Holders, on the one handeach Guarantor consents to, and the holders of the Senior Indebtednessagrees to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the provisions thereof and this Indentureterms therewith. Without limiting the foregoing, each Each Holder, by accepting a Senior Noteits acceptance of the Notes, acknowledges and (a) agrees that its rights to payment it will be bound by, and will take no actions contrary to, the provisions of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that (b) authorizes and instructs the Collateral Trustee is hereby irrevocably authorized on behalf of the Holders of the Notes and directed each other holder of Parity Lien Obligations to execute, deliver and perform such enter into the Collateral Trust AgreementAgreement as Collateral Trustee on behalf of such holders of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding, to the extent permitted by the Secured Debt Documents. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement Trustee shall be deemed entitled to limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require rely upon an Officers' Certificates or Opinions ’ Certificate and/or an Opinion of Counsel in accordance with certifying that any such amendment is authorized under the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit)Note Documents.

Collateral Trust Agreement. The Company, the Trustee This Article XIII and the Collateral Agent provisions of each other Security Document are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. The Issuer and the Holders, on the one handeach Guarantor consents to, and the holders of the Senior Indebtednessagrees to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the provisions thereof and this Indentureterms therewith. Without limiting the foregoing, each Each Holder, by accepting a Senior Noteits acceptance of the Notes, acknowledges and (a) agrees that its rights to payment it will be bound by, and will take no actions contrary to, the provisions of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that (b) authorizes and instructs the Collateral Trustee is hereby irrevocably authorized on behalf of the Holders of the Notes and directed each other holder of Parity Lien Obligations to execute, deliver and perform such enter into the Collateral Trust AgreementAgreement as Collateral Trustee on behalf of such holders of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding, to the extent permitted by the Secured Debt Documents. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement Trustee shall be deemed entitled to limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require rely upon an Officers' Certificates or Opinions ’ Certificate and/or an Opinion of Counsel in accordance with certifying that any such amendment is authorized under the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit)Note Documents.

Collateral Trust Agreement. The Company, the Trustee This Article 12 and the Collateral Agent provisions of each of the Note Security Documents are entering into subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement which sets forth the relative rights of the Trustee Agreement. The Company consents to and the Holders, on the one handagrees to be bound by, and the holders of the Senior Indebtednessshall cause each Subsidiary Guarantor to be bound by, on the other hand, as to the priority of payment of the Senior Indebtedness over the Senior Notes and related obligations in certain circumstances. As among the Holders, the Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. The terms of this Indenture and the Collateral Documents will be subject to the terms of such Collateral Trust Agreement and each Holder, by accepting a Senior Note, agrees to all of the terms and provisions of such Collateral Trust Agreement, as the same may be amended in effect from time to time pursuant time, and to perform its obligations thereunder in accordance with the provisions thereof and this Indentureterms therewith. Without limiting the foregoing, each Each Holder, by accepting its acceptance of a Senior Note, acknowledges and Series of Securities (a) agrees that its rights to payment it will be bound by, and will take no actions contrary to, the provisions of the obligations evidenced by the Senior Notes and the Guarantees may be subject to the terms of any such Collateral Trust Agreement and agrees that the Trustee is hereby irrevocably authorized and directed to execute, deliver and perform such Collateral Trust Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Securities to enter into a Collateral Trust Joinder – Additional Debt (the “Joinder”) and Additional First Lien Secured Party Consent (the “First Lien Consent”), in each case, dated as of the applicable Issue Date, and (c) authorizes and instructs the Collateral Trustee to enter into the First Lien Consent and to acknowledge the Joinder and Additional Secured Debt Designation dated as of the applicable Issue Date. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, to the extent permitted by the Priority Lien Documents. The Trustee and each Holder agree that in the event of any conflict between this Indenture and the Collateral Trust Agreement, the provisions of such Collateral Trust Agreement shall control; provided, that no provision of such Collateral Trust Agreement Trustee shall be deemed entitled to limit or subordinate the Trustee's right to compensation, fees, expenses or indemnities under this Indenture, or the Trustee's right to require Officers' Certificates or Opinions rely on an Officer’s Certificate and an Opinion of Counsel in accordance with certifying that any such amendment is authorized or permitted under the provisions of this Indenture. The provisions of this Section shall be expressly for the benefit of the holders of the Senior Indebtedness Note Documents and may not be amended without the consent of the holders of a majority in principal amount thereof (without thereby limiting any other provisions of this Indenture or elsewhere provided for their benefit)that all conditions precedent thereto have been satisfied.