Common use of Collateral Agent Clause in Contracts

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of First-Priority Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First First-Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First First-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee this Indenture and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [ReservedIntentionally omitted]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Notes Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]. (g) If The Holders agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsCollateral Agent shall be entitled to the rights, in privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each caseHolder, permitted to be so Incurred and secured pursuant by accepting such Note, consents to the terms of this Indenture at any time when no applicable intercreditor agreement is and authorizes and directs the Trustee (in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, each of its capacities) and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially and perform each of the same terms as an Intercreditor Agreement and Security Documents in effect on each of its capacities thereunder. (g) At all times when the Issue Date) with a designated agent or representative for Trustee is not itself the holders of the First Priority Lien Obligations or second priority lien obligations so IncurredCollateral Agent, the Issuers will deliver to the Trustee and copies of all Security Documents delivered to the Collateral Agent shall (and is hereby authorized copies of all documents delivered to the Collateral Agent pursuant to this Indenture and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Securities Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Securities Liens, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Securities Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor Agreements, except Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one will hold (directly or more through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral Agents as it deems necessary or appropriatecreated by the Security Documents. (b) Subject The Collateral Agent will not be obligated: (1) to Section 7.01act upon directions purported to be delivered to it by any Person; (2) to foreclose upon or otherwise enforce any Lien; or (3) to take any other action whatsoever with regard to any or all of the Security Documents, neither the Liens created thereby or the Collateral. (c) By accepting a Security, each Holder is deemed to authorize the Collateral Agent to release or subordinate any Collateral that is permitted to be sold, reclassified or released or be subject to a Priority Lien pursuant to the terms of this Indenture and the Security Documents. By accepting a Security, each Holder is deemed to authorize the Collateral Agent to execute and deliver to the Company, at the Company’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Company in connection with any sale, reclassification or other disposition of Collateral to the extent such sale, reclassification or other disposition, and such release of Liens, is permitted by the terms of this Indenture and the Security Documents. (d) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under the Security Documents or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (i) through (iii) shall be the sole responsibility of the Company and the Subsidiary Guarantors. The Collateral Agent hereby disclaims any representation or warranty to each current and future Holder of the Securities and Note Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral. (e) Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness effectiveness, or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, including without limitation not being responsible for payment of any Taxes, charges or assessments upon the Collateral or otherwise as to the maintenance of the Collateral, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Collateral Documents or any delay in doing so. Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for making any filings or recordings to perfect or maintain the perfection of the Collateral Agent’s Lien in the Collateral, including without limitation, the filing of any UCC financing statements, continuation statements or any other filings. (cf) Subject The Company shall furnish to the Trustee, at such time as required by the TIA, such Opinions of Counsel and certificates or opinions of engineers, appraisers or other experts as may be required by Section 314(b) or 314(d) of the TIA and shall take such other action as may be necessary to cause TIA Section 314(d) relating to the release of Collateral from the security interests created by this Indenture and the Security Documents to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company, except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. A Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or in any Affiliate of the Company and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any of the foregoing for the Company. The Trustee and the Collateral Agent shall be entitled to receive and rely upon a certificate provided by any such Person confirming that such Person is independent within the foregoing definition. (g) In acting under this Indenture and, whether or not expressly stated therein, under each other Notes Document, the Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to the Trustee in Article 7 hereof, including without limitation, the right to compensation and indemnity set forth in Section 7.07, as if the references to Trustee in such applicable provisions of Article 7 were references to Collateral Agent. (h) The Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Security Document, except for its own gross negligence or willful misconduct as determined by a non-appealable final order or judgment of a court of competent jurisdiction. No implied covenants, functions, responsibilities, duties, obligations or liabilities, whether arising under statute, common law or otherwise shall be read into this Indenture, Security Documents or the Intercreditor AgreementsAgreement, or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent will not be required to take any action that is contrary to applicable law or any provision of this Indenture, the Security Documents or the Intercreditor Agreement and will not have any duty to take any discretionary action or exercise any discretionary powers. Prior to taking any action, the Collateral Agent will be subject entitled to such directions as may be given it by seek direction from the Trustee from time to time or the Holders of a majority in aggregate principal amount of the Securities outstanding. (as required or permitted by i) No provision of this Indenture). Subject to , the Security Documents and or the Intercreditor AgreementsAgreement will require the Collateral Agent to advance or expend any of its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder or thereunder (or any omission to perform or take any action at the request or direction of the Holders) unless it has been provided with security or indemnity satisfactory to the Collateral Agent against any and all loss, except liability or expense which may be incurred by it by reason of taking or continuing to take or omitting to take such action relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreement, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as directed by a result of the Trustee as required presence at, or permitted by release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this Indenture and paragraph (i) if it no longer reasonably deems any other representativesindemnity, security or undertaking from the Company or the Holders to be sufficient. (j) Beyond the exercise of reasonable care in the custody of Collateral in its possession or control, the Collateral Agent will not be obligated: (i) have no duty as to act upon directions purported any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to be delivered to it by preservation of rights against prior parties or any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateralrights pertaining thereto. (dk) The Collateral Agent will may resign or be accountable only for amounts that it actually receives removed and a successor collateral agent be appointed, all in accordance with the provisions of Section 7.08 and 7.09 hereof, as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-if references to Trustee therein were references to Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing the Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents Intercreditor Agreements and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing the Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing the Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First securing Second Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Senior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of Table of Contents the Senior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Senior Lien Intercreditor Agreement Agreement) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuers will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If the Issuers Incur any Other Second-Lien Obligations or any Junior Lien Obligations and deliver to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Customary Intercreditor Agreement with a designated agent or representative for the holders of the Other Second-Lien Obligations or the Junior Lien Obligations, as applicable, so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized to) enter into such Customary Intercreditor Agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Parity Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (g) If the Issuer Issuers (i) Incurs additional Incur First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.017.01 hereof, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security DocumentsDocuments or Intercreditor Agreement, or liability in connection with enforcing the provisions of these documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Subordinated Lien, or for any defect or deficiency as to any such matters, matters or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Subordinated Liens or Security Documents or any delay in doing so. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords to its own property, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agent or other agent or bailee selected by the Collateral Agent in good faith. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Subordinated Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce and shall have each and all of the rights, privileges, protections, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security Documents

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents (each, a “Co-Collateral Agent”) as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Securities Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Securities Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Securities Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Securities Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Securities Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) Wilmington Trust FSB will serve as the Collateral Agent for the benefit of the Holders of the Notes and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent’s Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent’s Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Working Capital Facility Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representativesthe Collateral Agency and Intercreditor Agreement. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency and Intercreditor Agreement. Except as provided in the Collateral Agency and Intercreditor Agreement and otherwise, except as directed by the Holders of a majority in principal amount of the Notes and the principal amount of all loans made and the face amount of all letters of credit issued under the Working Capital Facility Agreement then outstanding (or, if no loans or letters of credit are then outstanding but the commitment to make such loans or issue letters of credit remains then in effect, of such commitments then in effect), voting together as a single class, the Collateral Agent will not be obligatedobligated or permitted: (i) to act upon directions purported to be delivered to it by any other Person;; or (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any Lien or other action whatsoever with regard remedy at law or pursuant to any or all of the First Priority Liens, Security Documents or CollateralDocument. (de) The Collateral Agent is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents, as the case may be. The Collateral Agent is further authorized to establish the Cash Collateral Account to receive, maintain and from which to distribute funds in accordance with the applicable provisions of this Indenture or the Security Documents, as the case may be, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. (f) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens Collateral Agent’s Lien or Security Documents. (eg) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of as set forth in the Trustee under Article 7 hereofCollateral Agency Agreement. (fh) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement the Security Documents. (on substantially i) The Collateral Agent shall have all the same terms as an Intercreditor Agreement rights and protections provided in effect on the Issue DateSecurity Documents. (j) with a designated agent or representative for the holders The Collateral Agent shall have all of the First Priority Lien Obligations or second priority lien obligations so Incurredrights, the Trustee and duties, liabilities immunities specified as those of the Collateral Agent shall (in Section 4.10, Section 4.11, Section 4.20, Section 4.22, Section 4.23, Section 4.24, Section 4.25, and is hereby authorized and directed to) enter into such intercreditor agreement, bind Article 11 or the Holders on the terms set forth therein and perform and observe its obligations thereunderdefinition of “Appraised Certified Value” in Section 1.01 or elsewhere in this Indenture.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing the Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents First Lien/Second Lien Intercreditor Agreement and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the First Lien/Second Lien Intercreditor Agreements, except Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing the Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing the Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Company has appointed Wilmington Trust Company to serve as the Collateral Agent for the benefit of the holders of the Notes and the Term Loans and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Administrative Agent or as the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent's Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent's Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Administrative Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents Agreement and the Intercreditor AgreementsIndenture. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency Agreement by and among the Company, except the Guarantors, the Trustee, the Administrative Agent and the Collateral Agent. Except as directed by the Trustee holders of a majority in principal amount of the Notes and the Term Loans then outstanding, voting together as required or permitted by this Indenture and any other representativesa single class, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensSecurity Documents, Security Documents the Liens created thereby or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Collateral Agent's Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee Administrative Agent under Article 7 hereof. (f) [Reserved]VIII. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Administrative Agent copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreements and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreements and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Priority Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Company (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Sections 7.01 and 7.12, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture (but subject to the Intercreditor Agreements) and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]. (g) If The holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Article 7, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsCollateral Agent shall be entitled to the rights, in privileges, protections, immunities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each caseHolder of a Note, permitted to be so Incurred and secured pursuant by accepting such Note, consents to the terms of this Indenture at any time when no applicable intercreditor agreement is and authorizes and directs the Trustee (in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, each of its capacities) and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially and perform the same terms as an Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) The Trustee or the Collateral Agent, in taking any action under the Security Documents, shall be entitled to receive, if requested, as a condition to take any action, an Officers’ Certificate and Opinion of Counsel to the effect on that such action does not violate this Indenture or the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so IncurredSecurity Documents, and the Trustee and or the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderbe fully protected relying thereon.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If the Issuer (i) Incurs additional First Incur First–Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Parity Lien Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If the Issuer Issuers (i) Incurs additional First Incur First–Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements and the Security Documents described herein and in the Offering Circular and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Lien Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.017.01 hereof, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Subordinated Lien, or for any defect or deficiency as to any such matters, matters or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Subordinated Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Subordinated Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If The Holders of Notes agree that the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to Collateral Agent shall be so Incurred and secured pursuant entitled to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retiredrights, privileges, protections, immunities, indemnities and (ii) delivers benefits provided to the Collateral Agent an Officers’ Certificate so stating and requesting by the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.Security Documents

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor AgreementsAgreement, except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Lien in favor of Second Lien Claims (a “Second Priority Lien”), or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Company (i) Incurs additional incurs First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture Claims at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject Claims entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders Holders of the First Priority Lien Obligations or second priority lien obligations Claims so Incurredincurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Company has appointed Wilmington Trust Company to serve as the Collateral Agent for the benefit of the holders of the Notes and Term Loans and other Secured Obligations from time to time. The Collateral Agent may not be the same institution serving as the Administrative Agent or as the Trustee under this Indenture. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents or bailees to hold Collateral or to take such other action as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Collateral Agent's Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Collateral Agent's Liens or Security Documents or any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee and by the Administrative Agent from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except as directed by the Trustee as required or permitted by this Indenture and any other representativesthe Term Loan Agreement. The relative rights with respect to control of the Collateral Agent will be specified in the Collateral Agency Agreement by and among the Company, the Guarantors, the Trustee, the Administrative Agent and the Collateral Agent. Except as directed by the holders of a majority in principal amount of the Notes and the Term Loans then outstanding, voting together as a single class, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority LiensSecurity Documents, Security Documents the Liens created thereby or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens Collateral Agent's Lien or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]VII. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant The Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Company (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor Agreements, except Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Obligations under this Indenture or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Obligations under this Indenture or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given to it pursuant to the Security Documents and by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor Agreementsdirections received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (iA) to act upon directions purported to be delivered to it by any other Person; (iiB) to foreclose upon or otherwise enforce any First Priority LienLien securing Obligations under this Indenture; or (iiiC) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Obligations under this Indenture (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Obligations under this Indenture or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof7. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness Debt constituting First Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent Agent, pursuant to the terms of the Collateral Trust and Intercreditor Agreement, to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement. (h) At all times when the Trustee is not itself the Collateral Agent, bind the Holders on Issuers will deliver in accordance with Section 12.02 to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If an Issuer (i) Incurs Junior Lien Obligations at any time when the Intercreditor Agreement is not in effect and (ii) delivers to the Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent, pursuant to the terms set forth therein of the Collateral Trust and perform Intercreditor Agreement, to enter into an intercreditor agreement on substantially the same terms as the Intercreditor Agreement with a designated agent or representative for the holders of the Junior Lien Obligations so Incurred, the Trustee shall (and observe its obligations thereunderis hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust, National Association to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First First-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First First-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof., each of which shall also be deemed to be for the benefit of the Collateral Agent. 103 (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant shall deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01Sections 7.01 and 7.12, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Notes Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreements, except . Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienLien securing Notes Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Notes Obligations, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Notes Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Intercreditor Agreements and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture ABL Obligations at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject ABL Obligations entitled to an existing the benefit of the First Lien/Second Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as the case may be, is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the First Lien/Second Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as the case may be) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations ABL Obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents.

Collateral Agent. (a) The Trustee will act as Collateral Agent and as Collateral Agent, will be entitled to the protections, immunities and indemnities afforded the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Note Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Note Liens or Security Documents or for any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee and as required or permitted by this Indenture and any other representativesIndenture, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Note Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Note Liens, Security Documents or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Note Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]7. (g) If Each successor Trustee will become the Issuer successor Collateral Agent as and when the successor Trustee becomes the Trustee. (ih) Incurs additional First Priority Lien Obligations or second priority lien obligationsAt all times when the Trustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Lien securing Second Priority LienLien Obligations or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Lien securing Second Priority LienLien Obligations; or (iii3) to take any other action whatsoever with regard to any or all of the First Liens securing Second Priority LiensLien Obligations (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Liens securing Second Priority Liens Lien Obligations or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Senior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Senior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Senior Lien Intercreditor Agreement Agreement) in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) At all times when the Trustee is not itself the Collateral Agent, the Issuers will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If the Issuers Incur any Other Second-Lien Obligations or any Junior Lien Obligations and deliver to the Collateral Agent and/or the Trustee, as applicable, an Officers’ Certificate requesting the Collateral Agent and/or the Trustee, as applicable, to enter into a Customary Intercreditor Agreement with a designated agent or representative for the holders of the Other Second-Lien Obligations or the Junior Lien Obligations, as applicable, so Incurred, the Collateral Agent and/or the Trustee, as applicable, shall (and each is hereby authorized to) enter into such Customary Intercreditor Agreement, bind the holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, continuation, maintenance or protection of any First Priority LienLien securing Obligations under this Indenture or otherwise granted in connection with the Transactions, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens securing Obligations under this Indenture or the Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given to it pursuant to the Security Documents and by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and the Intercreditor Agreementsdirections received hereunder, except the Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (iA) to act upon directions purported to be delivered to it by any other Person; (iiB) to foreclose upon or otherwise enforce any First Priority LienLien securing Obligations under this Indenture; or (iiiC) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing Obligations under this Indenture (or any Lien), Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens securing Obligations under this Indenture or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof7. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform each of the Security Documents in each of its capacities thereunder. (g) If the an Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness Debt constituting First Priority Lien Obligations or second priority lien obligations subject entitled to an existing the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent Agent, pursuant to the terms of the Collateral Trust and Intercreditor Agreement, to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement. (h) At all times when the Trustee is not itself the Collateral Agent, bind the Holders on Issuers will deliver to the Trustee in accordance with Section 12.02 copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (i) If an Issuer (i) Incurs Junior Lien Obligations at any time when the Intercreditor Agreement is not in effect and (ii) delivers to the Trustee in accordance with Section 12.02 an Officers’ Certificate so stating and requesting the Trustee to instruct the Collateral Agent, pursuant to the terms set forth therein of the Collateral Trust and perform Intercreditor Agreement, to enter into an intercreditor agreement on substantially the same terms as the Intercreditor Agreement with a designated agent or representative for the holders of the Junior Lien Obligations so Incurred, the Trustee shall (and observe its obligations thereunderis hereby authorized and directed to) direct the Collateral Agent to enter into such intercreditor agreement.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriateprotections provided in the Security Documents. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the obtaining or maintaining insurance on any Collateral, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any failure to demand, collect, foreclose loss or realize upon or otherwise enforce diminution in the value of any of the First Priority Liens Collateral, by reason of the act or Security Documents omission of any carrier, forwarding agency or any delay other agent or bailee selected by the Trustee in doing sogood faith. (c) Subject to the Security Documents and the First Lien Intercreditor AgreementsAgreement, (i) the Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time and (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, ii) except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the holders acknowledge that Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts holders of Notes agree that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of shall be entitled to the rights, powersprivileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee under Article 7 hereof(in each of its capacities) and the Collateral Agent to enter into and perform the First Lien Intercreditor Agreement, Junior Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. (f) [Reserved]. (ge) If the Issuer Issuers (i) Incurs additional Incur First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement the First Lien Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers direct the Trustee to deliver to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the First Lien Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The If required for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Company, the Trustee, the Collateral Agent and the Security Trustee, as applicable, shall have the power to appoint, and shall take all reasonable action to appoint, one or more Persons approved by the Trustee and reasonably acceptable to the Company to act as co-Collateral Agent or co-Security Trustee, as applicable, with respect to any such Collateral, with such rights and powers limited to those deemed necessary, advisable or appropriate for the Company, the Trustee, the Collateral Agent or the Security Trustee to comply with any such legal requirements with respect to such Collateral, and which rights and powers shall not be inconsistent in any material respect with the provisions of this Indenture or any other Securities Document. In addition to the foregoing, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Collateral Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority LienLien securing the Obligations under the Securities Documents, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security securing the Obligations under the Securities Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee or the Holders in accordance with Section 6.12 from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Collateral Documents and the Senior Lien Intercreditor AgreementsAgreement and directions received from the Trustee or the Holders in accordance with Section 6.12 hereunder, except the Collateral Agent shall follow the directions received pursuant to the Collateral Documents and the Senior Lien Intercreditor Agreement. Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives pursuant to the Collateral Documents or the Senior Lien Intercreditor Agreement or as expressly required by the Collateral Documents or the Senior Lien Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person;. (ii2) to foreclose upon or otherwise enforce any First Priority Lien; orLien securing the Obligations under the Securities Documents. (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensLiens securing the Obligations under the Securities Documents, Security the Collateral Documents or the Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security securing the Obligations under the Securities Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust, National Association to act as Collateral Agent, and the Collateral Agent shall have the duties, rights, indemnities, privileges, powers and immunities of the Collateral Agent as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, each of the Collateral Agent and the Mortgage Tax Collateral Agent are authorized and empowered to appoint one or more co-Collateral Agents or co-Mortgage Tax Collateral Agents, as it applicable, as each deems necessary or appropriate. (b) Subject Neither the Trustee (subject to Section 7.01, neither the Trustee ) nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so; provided, however, that nothing in this Section 11.02(b) shall alter the Collateral Agent’s obligations under Section 7.02 of the Security Agreement. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Issuer shall deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Security Documents. (g) If Neither the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee nor the Collateral Agent, in each casetheir capacities as such hereunder, permitted shall be deemed to be so Incurred and secured pursuant owe any fiduciary duty to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Lien Notes or the holders of any First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderObligations.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust, National Association to act as Collateral Agent, and the Collateral Agent shall have the duties, rights, indemnities, privileges, powers and immunities of the Collateral Agent as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, each of the Collateral Agent and the Mortgage Tax Collateral Agent are authorized and empowered to appoint one or more co-Collateral Agents or co-Mortgage Tax Collateral Agents, as it applicable, as each deems necessary or appropriate. (b) Subject Neither the Trustee (subject to Section 7.01, neither the Trustee ) nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will shall be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency sufficiency, maintenance, renewal or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so; provided, however, that nothing in this Section 11.02(b) shall alter the Collateral Agent’s obligations under Section 7.02 of the Security Agreement. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will shall be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will shall not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First First-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First First-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will shall be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant shall deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First 1.5 Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First 1.5 Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents terms of the New Intercreditor Agreement and the Existing Intercreditor Agreements, the Collateral Agent Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First 1.5 Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First 1.5 Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First 1.5 Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Security Documents described herein and in the Offering Circular and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Security Documents. (g) If the Issuer Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Issuers hereby acknowledge the appointment of ▇▇▇▇▇ Fargo Bank, National Association as Collateral Agent in accordance with the terms of the Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents, the Intercreditor Agreement and the Real Property Collateral Management Agreement, and acknowledge that the Collateral Agent is authorized pursuant to the Intercreditor Agreement to execute and empowered to deliver the Security Documents, the Intercreditor Agreement and the Real Property Collateral Management Agreement and that the Collateral Agent may appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Pari-Passu Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Pari-Passu Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this the Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this the Indenture and any other representativesor as required or permitted by the Security Documents or the Intercreditor Agreement, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority LienPari-Passu Lien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority LiensPari-Passu Liens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Pari-Passu Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereofVII, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Issuers will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Trustee will act as Collateral Agent. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Note Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Note Liens or Security Documents or for any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee and as required or permitted by this Indenture and any other representativesIndenture, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Note Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Note Liens, Security Documents or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Note Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]7. (g) If Each successor Trustee will become the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the successor Collateral Agent an Officers’ Certificate so stating as and requesting when the Collateral Agent to enter into an intercreditor agreement (on substantially successor Trustee becomes the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderTrustee.

Collateral Agent. (a) The Collateral Agent shall have all of the rights and protections provided in the Security Documents and is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject ; provided that in the event of conflict between directions received pursuant to the Security Documents and directions received hereunder, the Intercreditor AgreementsCollateral Agent will be subject to directions received pursuant to the Security Documents (unless the applicable Security Document expressly provides that the Indenture controls, except in which case the Indenture shall control). Except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral AgentAgent under this Indenture and the Security Documents, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by this Indenture and the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (g) If the Issuer (i) Incurs additional First First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder. (h) The Collateral Agent shall take all actions and deliver all documents reasonably requested by the Issuer or a Subsidiary Guarantor in connection with a Permitted Reflagging Transaction.

Collateral Agent. (a) The Issuer hereby appoints Deutsche Bank National Trust Company to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second-Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject The Collateral Agent (subject to the Security Documents and terms of the Intercreditor Agreements, the Collateral Agent ) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 VII hereof. (f) [Reserved]The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreements and the Security Documents described herein and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreements and the Security Documents. (g) If the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementagreement on terms substantially consistent with the terms of the First Priority Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. If the Issuer (i) Incurs ABL Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of an existing intercreditor agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement in favor of a designated agent or representative for the holders of the ABL Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement on terms substantially consistent with the terms of the ABL Intercreditor Agreement, with such changes as are not materially adverse to the Holders of the Notes, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) Each Holder of the Securities, by its acceptance of a Security, authorizes and directs the Trustee to appoint U.S. Bank National Association to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Company and the Guarantors hereby agree that the Collateral Agent, or an agent or bailee of the Collateral Agent, shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01501, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so, except in the case of gross negligence or willful misconduct. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 Five hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized shall have all the rights and empowered to appoint one or more co-Collateral Agents protections provided in the Security Documents, as it deems necessary or appropriatewell as the rights and protections, as applicable, set forth in Article VII. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the obtaining or maintaining insurance on any Collateral, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters. Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any failure to demand, collect, foreclose loss or realize upon or otherwise enforce diminution in the value of any of the First Priority Liens Collateral, by reason of the act or Security Documents omission of any carrier, forwarding agency or any delay other agent or bailee selected by the Trustee in doing sogood faith. (c) Subject to the Security Documents and the Intercreditor AgreementsAgreement, (i) the Trustee shall direct the Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time and (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, ii) except as directed by the Trustee as required or permitted by this Indenture and any other representativesrepresentatives or pursuant to the Security Documents, the holders acknowledge that Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts holders of Notes agree that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of shall be entitled to the rights, powersprivileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee under Article 7 hereof(in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents in each of its capacities thereunder. (f) [Reserved]. (ge) If the Issuer Issuers (i) Incurs additional Incur First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement the Intercreditor Agreement is not in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers direct the Trustee to deliver to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and holders acknowledge that the Collateral Agent shall (and is hereby authorized and directed to) to enter into such intercreditor agreement, bind the Holders holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Trustee will act as Collateral Agent and as Collateral Agent, will be entitled to the protections, immunities and indemnities afforded the Trustee. (b) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (bc) Subject to Section 7.01, neither Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Note Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Note Liens or Security Documents or for any delay in doing so. (cd) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee and as required or permitted by this Indenture and any other representativesIndenture, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Priority Note Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Priority Note Liens, Security Documents or Collateral. (de) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Note Liens or Security Documents. (ef) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]7. (g) If Each successor Trustee will become the Issuer successor Collateral Agent as and when the successor Trustee becomes the Trustee. (ih) Incurs additional First Priority Lien Obligations or second priority lien obligationsAt all times when the Trustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority all Second-Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Second-Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Issuer hereby appoints the Trustee to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreements, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First First-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First First-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First First-Priority LienLien with respect to the Notes and the Guarantees; or (iii3) to take any other action whatsoever with regard to any or all of the First First-Priority LiensLiens with respect to the Notes and the Guarantees, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First First-Priority Liens with respect to the Notes and the Guarantees or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Issuer hereby appoints Wilmington Trust Company to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Security Documents and the Collateral Agent is hereby authorized to execute and deliver the Security Documents. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Third-Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Third-Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representativesor as required or permitted by the Security Documents, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Third-Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Third-Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Third-Priority Liens or the Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent. (f) [Reserved]. (g) If At all times when the Trustee is not itself the Collateral Agent, the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate, provided, however, that no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i1) to act upon directions purported to be delivered to it by any other Person; (ii2) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii3) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]. (g) If At all times when the Issuer (i) Incurs additional First Priority Lien Obligations or second priority lien obligationsTrustee is not itself the Collateral Agent, in each case, permitted to be so Incurred and secured pursuant the Company will deliver to the terms Trustee copies of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject to an existing Intercreditor Agreement is concurrently retired, and (ii) delivers all Security Documents delivered to the Collateral Agent an Officers’ Certificate so stating and requesting copies of all documents delivered to the Collateral Agent pursuant to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunderSecurity Documents.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Second Priority Liens or Security Documents or any delay in doing so. (c) Subject to Following the Security Documents and the Intercreditor AgreementsSpringing Lien Trigger Date, the Collateral Agent (subject to the terms of the Intercreditor Agreement) will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Second Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Second Priority Liens, Security Documents or Collateral. (d) The Following the Springing Lien Trigger Date, the Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Second Priority Liens or Security Documents. (e) In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]Following the Springing Lien Trigger Date, the Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of the Intercreditor Agreement and the Security Documents described herein and in the Offering Memorandum and authorizes and directs the Trustee and the Collateral Agent to enter into and perform the Intercreditor Agreement and Security Documents following the Springing Lien Trigger Date. (g) If Following the Issuer Springing Lien Trigger Date, if the Company (i) Incurs additional First Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement Intercreditor Agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii) delivers to the Collateral Agent an Officers’ Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an Intercreditor Agreement in effect on the Issue Date) with favor of a designated agent or representative for the holders of the First Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreementIntercreditor Agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the First Priority Liens or Security Documents or any delay in doing so. (c) Subject to the Security Documents and the Intercreditor Agreements, the The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture)) and any other representatives of Pari Passu Obligations. Subject to the Security Documents and the Intercreditor Agreements, except Except as directed by the Trustee as required or permitted by this Indenture and any other representatives, the Collateral Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or Collateral. (d) The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the First Priority Liens or Security Documents. (e) In acting as Collateral Agent or coCo-Collateral Agent, the Collateral Agent and each coCo-Collateral Agent may conclusively rely upon and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof. (f) [Reserved]At all times when the Trustee is not itself the Collateral Agent, the Company will deliver to the Trustee copies of all Security Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to this Indenture and the Security Documents. (g) If the Issuer Issuers (i) Incurs additional First Incur First-Priority Lien Obligations or second priority lien obligations, in each case, permitted to be so Incurred and secured pursuant to the terms of this Indenture at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting First First-Priority Lien Obligations or second priority lien obligations subject entitled to the benefit of an existing Intercreditor Agreement intercreditor agreement is concurrently retired, and (ii) delivers deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as an the Secured Notes Intercreditor Agreement in effect on the Issue Date) with in favor of a designated agent or representative for the holders of the First First-Priority Lien Obligations or second priority lien obligations so Incurred, the Trustee and the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.