Common use of Collateral Trustee Clause in Contracts

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 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, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, 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 resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Parity Lien Collateral Trustee has been appointed to act as Priority Parity Lien Collateral Trustee hereunder by each Priority Parity Lien Representative and, by their acceptance of the benefits hereof, the other Secured Parties. The Priority 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 Priority 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 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 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 Priority Parity Lien Collateral Trustee. Priority Parity Lien Collateral Trustee may resign at any time by giving thirty (30) days’ prior written notice thereof to each Priority Parity Lien Representative and the Grantors, and Priority 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 Priority 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 Priority Parity Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Parity Lien Collateral Trustee hereunder by a successor Priority Parity Lien Collateral Trustee, that successor Priority Parity Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Parity Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Parity Lien Collateral Trustee under this Agreement, upon payment of its charges, shall promptly (i) transfer to such successor Priority 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 Priority Parity Lien Collateral Trustee under this Agreement, and (ii) execute and deliver to such successor Priority 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 Priority Parity Lien Collateral Trustee of the security interests created hereunder, whereupon such retiring or removed Priority Parity Lien Collateral Trustee shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Priority Parity Lien Collateral Trustee’s resignation or removal hereunder as the Priority Parity Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Parity Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative the Administrative Agent under the Collateral Trust Agreement 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 Credit Agreement; provided, the Priority Lien 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 terms instructions of the Collateral Trust 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 the Intercreditor 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 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 Lenders 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 signed by the terms of the Collateral Trust AgreementRequisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days' notice to the Administrative Agent, to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee collateral trustee hereunder by each Priority Lien Representative the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured PartiesParties appoint Wilmington Trust, National Association to act as Collateral Trustee hereunder. The Priority Lien 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, without limitation, including the release or substitution of Collateral), solely in accordance with this Agreement Agreement, the Credit 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 AgreementIndenture. In furtherance of the foregoing provisions of this SectionSection 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 Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The rights, privileges, protections Agreement 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 The provisions of resignation or any such removal, a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust Agreement. Upon Agreement and the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Credit Agreement relating to the Collateral Trustee, that successor Priority Lien including the provisions relating to resignation or removal of the Collateral Trustee shall thereupon succeed to and become vested with all the direction, rights, powersprivileges, privileges powers and duties and immunities of the retiring 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 responsibility for or removed Priority Lien 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, 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 its capacity as Collateral Trustee under this Agreement, the Collateral Trust Agreement and the retiring not in its individual 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 resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereundercorporate capacity.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder under the Collateral Trust Agreement by each Priority Lien Representative Administrative Agent 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 Credit Agreement; provided, the Priority Lien 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 terms instructions of the Collateral Trust 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 the Intercreditor 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 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 Lenders and the GrantorsPledgor, 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 Pledgor and Priority Lien Collateral Trustee and approved pursuant to signed by the terms of the Collateral Trust AgreementRequisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days' notice to the Administrative Agent, to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder under the Collateral Trust Agreement by each Priority Lien Representative Indenture Trustee and Hedge Counterparty 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 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 AgreementDocuments. 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 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 Parity Lien Representative and the GrantorsPledgor, 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 Pledgor and Priority Lien Collateral Trustee and approved pursuant to signed by the terms of the Collateral Trust AgreementParity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

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 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, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its chargescharges (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 resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee collateral trustee hereunder by each Priority Lien Representative the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured PartiesParties appoint the Collateral Trustee to act as collateral trustee hereunder. The Priority Lien 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, without limitation, including the release or substitution of Collateral), solely in accordance with this Agreement Agreement, the Credit 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 AgreementIndenture. In furtherance of the foregoing provisions of this SectionSection 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 Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this SectionAgreement. The provisions of the Credit Agreement relating to the Collateral Trustee, including the provisions relating to resignation or removal of the Collateral Trustee and the rights, privileges, protections powers and 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 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, 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 its capacity as Collateral Trustee under 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 not in its individual 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, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, 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 resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereundercorporate capacity.

Collateral Trustee. The Priority Lien Collateral Trustee has been appointed to act as Priority Lien Collateral Trustee hereunder by each Priority Lien Representative 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 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 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 AgreementDocuments. 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 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 Parity 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 signed by the terms of the Collateral Trust AgreementParity Lien Representative. Upon any such notice of resignation or any such removal, Parity Lien Representative shall have the right, to appoint a successor Priority Lien Collateral Trustee shall be appointed as provided in the Collateral Trust AgreementTrustee. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, and the retiring or removed Priority Lien Collateral Trustee under this Agreement, upon payment of its charges, Agreement 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 's resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.

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 Agreementother Secured Debt Documents. 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 be exercised solely by the Priority Lien Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this SectionSection 10 and the Collateral Trust Agreement. The rights, privileges, protections and immunities in provisions of the Collateral Trust Agreement for relating to the benefit Collateral Trustee including, without limitation, the provisions relating to resignation or removal of the Collateral Trustee and the rights, powers, duties and immunities of the Collateral Trustee are hereby incorporated herein for the benefit of the Priority Lien Collateral Trustee. Priority Lien Collateral Trustee may resign at by this reference and shall survive 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 termination of the Collateral Trust Agreement. Upon any such notice For the avoidance of resignation doubt, the Collateral Trustee may exercise or any such removal, a successor Priority Lien perform all rights and duties under this Agreement by or through agents or other representatives or designees. The Collateral Trustee shall not be appointed bound to take any action hereunder or exercise any of the rights or powers vested in it by this Agreement, except as provided in this Agreement or the Collateral Trust Agreement. Upon the acceptance of any appointment as Priority Lien Collateral Trustee hereunder by a successor Priority Lien Collateral Trustee, that successor Priority Lien Collateral Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Priority Lien Collateral Trustee under this Agreement, 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 resignation or removal hereunder as the Priority Lien Collateral Trustee, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Priority Lien Collateral Trustee hereunder.