Common use of Collateral Agency Agreement Clause in Contracts

Collateral Agency Agreement. This Article 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Agency Agreement. Each of the Issuers and other Guarantors consents to, and agrees to be bound by, the terms of the Collateral Agency Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent on behalf of the such holders of the Notes and each other holder of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Collateral Agency Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents.

Collateral Agency Agreement. This Article 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Agency Agreement. Each of the Issuers and other Guarantors consents to, and agrees to be bound by, the terms of the Collateral Agency Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, (b) authorizes and instructs If at any time the Trustee on behalf Closed-End Collateral Agent shall resign or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Closed-End Collateral Agent on behalf of the Holders of the Notes and each for any other holder of Parity Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent on behalf of the such holders of the Notes and each other holder of Parity Lien Obligations. In additioncause, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Collateral Agency Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the a successor Closed-End Collateral Agent shall be entitled appointed by the Required Secured Parties, with the consent (so long as no Warehouse Facility Termination Event has occurred and is continuing) of Borrower, which consent will not be unreasonably withheld, delayed or conditioned, and the powers, duties, authority and title of the predecessor Closed-End Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor Closed-End Collateral Agent, and without any other formality (except as may be required by applicable law) than the appointment and designation of a successor Closed-End Collateral Agent in writing, duly acknowledged, delivered to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenturepredecessor Closed-End Collateral Agent and the Borrower and filed for record in each public office, the if any, in which this Collateral Agency Agreement or any notice of the Closed-End Collateral Agent hereunder is required to be filed. (c) The appointment and designation referred to in Section 4.7(b) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Agency Agreement shall vest in such successor Closed-End Collateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Closed-End Collateral Agent shall become fully vested with all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessors; but any predecessor Closed-End Collateral Agent shall nevertheless, on payment of its charges and on the written request of the Deal Agent or the Required Secured Parties, the Borrower or any successor Closed-End Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Closed-End Collateral Agent. Should any deed, conveyance or other instrument in writing from the Borrower be required by any successor Closed-End Collateral Agent for more fully and certainly vesting in such successor Closed-End Collateral Agent the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Closed-End Collateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor Closed-End Collateral Agent, be executed, acknowledged and delivered by the Borrower. (d) Any required filing for record of the instrument appointing a successor Closed-End Collateral Agent as hereinabove provided shall be at the expense of the Borrower. The resignation of any Closed-End Collateral Agent and the instrument or instruments removing any Closed-End Collateral Agent, together with all other Parity Lien Documentsinstruments, deeds and conveyances provided for in this Section, shall, if permitted by law, be forthwith recorded, registered and filed by and at the expense of the Borrower, wherever this Collateral Agency Agreement is recorded, registered and filed.

Collateral Agency Agreement. This Article 12 and the provisions of each other Security Junior Lien Collateral Document are subject to the terms, conditions and benefits set forth in the Collateral Agency Agreement. Each of the Issuers and other Guarantors consents to, and agrees to be bound by, the terms of the Collateral Agency Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Junior Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent Trustee on behalf of the such holders of the Notes and each other holder of Parity Junior Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent Trustee to enter into any amendments or joinders to the Collateral Agency Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Junior Lien Obligations and add other parties (or any Parity Lien Representativeauthorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Junior Lien Obligations Debt then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Junior Lien Documents. The Trustee and the Collateral Agent Trustee shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Junior Lien Documents.

Collateral Agency Agreement. This Article 12 and the provisions of each other Security Senior Secured Lien Collateral Document are subject to the terms, conditions and benefits set forth in the Collateral Agency Agreement. Each of the Issuers and other Guarantors consents to, and agrees to be bound by, the terms of the Collateral Agency Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Senior Secured Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent Trustee on behalf of the such holders of the Notes and each other holder of Parity Senior Secured Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent Trustee to enter into any amendments or joinders to the Collateral Agency Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Senior Secured Lien Obligations and add other parties (or any Parity Lien Representativeauthorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Senior Secured Lien Obligations Debt then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Senior Secured Lien Documents. The Trustee and the Collateral Agent Trustee shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Senior Secured Lien Documents.

Collateral Agency Agreement. This Article 12 (a) Xxxxxx hereby appoints the Trustee as agent and bailee for Xxxxxx on the terms and conditions of this Section 11, and the provisions of each other Security Document are subject Trustee hereby accepts such appointment and agrees with Xxxxxx to act as agent without compensation separate from that provided to the termsTrustee pursuant to the Indentures. (b) The duties of the Trustee as agent under this Agreement shall he as follows: (i) the Trustee shall hold in trust for Xxxxxx all Pledged Bonds purchased by the Trustee with drawings under the Letter Credit pursuant to Section 301 or 302 of the Indentures, conditions all proceeds thereof and benefits set forth in all other amounts held by the Trustee and payable to Xxxxxx pursuant to the Indentures (collectively, the “Indenture Collateral”); and (ii) upon the remarketing of Pledged Bonds, the Trustee shall deliver to Xxxxxx the proceeds of such remarketing and all other amounts received by the Trustee and payable to Xxxxxx pursuant to the Indentures. (c) The Trustee shall not pledge, hypothecate, transfer or release all or any part of the Collateral Agency Agreement. Each to any other Person or in any manner not in accordance with this Section 11 without the prior written consent of Xxxxxx. (d) The Trustee shall transfer the Issuers benefits or obligations of this Agreement or the Indentures only with the prior written consent of Xxxxxx and other Guarantors consents to, and agrees only if any such transferee shall have agreed in writing to be bound by, by the terms and conditions of this Section 11 and the Collateral Agency AgreementIndentures. (e) Neither the Trustee nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Section 11 (except for its or such Person’s own negligence or willful misconduct). The Trustee undertakes to perform only such duties as the same are expressly set forth herein. The Trustee may be in effect from time to timerely, and shall be protected in acting or refraining from acting, upon any written notice, instruction or request furnished to perform it hereunder and believed by it to be genuine and to have been signed or presented by the proper party. The Trustee may consult with counsel of its obligations thereunder own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the terms therewithopinion of such counsel. Each Holder, by its acceptance of Notwithstanding any provision to the Notes (a) agrees that it will be bound by, and will take no actions contrary tocontained herein, the provisions Trustee shall not be relieved of the Collateral Agency Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent on behalf of the such holders of the Notes and each other holder of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Collateral Agency Agreement liability arising in accordance connection with its terms with the consent of the parties thereto own negligence or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Lien Documentswillful misconduct.

Collateral Agency Agreement. This Article 12 (a) Xxxxxx hereby appoints the Trustee as agent and bailee for Xxxxxx on the terms and conditions of this Section 11, and the provisions of each other Security Document are subject Trustee hereby accepts such appointment and agrees with Xxxxxx to act as agent without compensation separate from that provided to the termsTrustee pursuant to the Indentures. (b) The duties of the Trustee as agent under this Agreement shall he as follows: (i) the Trustee shall hold in trust for Xxxxxx all Pledged Bonds purchased by the Trustee with drawings under the Letter Credit pursuant to Section 301 or 302 of the Indentures, conditions all proceeds thereof and benefits set forth in all other amounts held by the Trustee and payable to Xxxxxx pursuant to the Indentures (collectively, the "Indenture Collateral"); and (ii) upon the remarketing of Pledged Bonds, the Trustee shall deliver to Xxxxxx the proceeds of such remarketing and all other amounts received by the Trustee and payable to Xxxxxx pursuant to the Indentures. (c) The Trustee shall not pledge, hypothecate, transfer or release all or any part of the Collateral Agency Agreement. Each to any other Person or in any manner not in accordance with this Section 11 without the prior written consent of Xxxxxx. (d) The Trustee shall transfer the Issuers benefits or obligations of this Agreement or the Indentures only with the prior written consent of Xxxxxx and other Guarantors consents to, and agrees only if any such transferee shall 4- have agreed in writing to be bound by, by the terms and conditions of this Section 11 and the Collateral Agency AgreementIndentures. (e) Neither the Trustee nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Section 11 (except for its or such Person's own negligence or willful misconduct). The Trustee undertakes to perform only such duties as the same are expressly set forth herein. The Trustee may be in effect from time to timerely, and shall be protected in acting or refraining from acting, upon any written notice, instruction or request furnished to perform it hereunder and believed by it to be genuine and to have been signed or presented by the proper party. The Trustee may consult with counsel of its obligations thereunder own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the terms therewithopinion of such counsel. Each Holder, by its acceptance of Notwithstanding any provision to the Notes (a) agrees that it will be bound by, and will take no actions contrary tocontained herein, the provisions Trustee shall not be relieved of the Collateral Agency Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent on behalf of the such holders of the Notes and each other holder of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Collateral Agency Agreement liability arising in accordance connection with its terms with the consent of the parties thereto own negligence or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Lien Documentswillful misconduct.

Collateral Agency Agreement. This Article 12 and the provisions of each other Security Document are subject Reference is made to the terms, conditions and benefits set forth in the Collateral Agency Agreement. Each of the Issuers and other Guarantors consents to, and agrees to be bound by, the terms of the Collateral Agency Agreement, dated as of the same may be in effect date hereof, among Parent, Borrower, the subsidiaries of Borrower from time to timetime party thereto, the Collateral Agent, the Administrative Agent, the Term Administrative Agent and the other agents and parties party thereto from time to perform its obligations thereunder in accordance with time (the terms therewith“Collateral Agency Agreement”). Each HolderPerson that is secured hereunder, by its acceptance accepting the benefits of the Notes security provided hereby, (ai) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, (bii) authorizes and instructs the Trustee on behalf of the Holders of the Notes (or is deemed to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf of such holders of the Notes, and (cauthorize) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations such Person to enter into into, and perform the Collateral Agency Agreement as Collateral Agent on behalf obligations of the such holders of the Notes and each other holder of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Agent to enter into any amendments or joinders to the Collateral Agency Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indentureunder, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled (iii) acknowledges (or is deemed to rely on an Officers’ Certificate or an Opinion acknowledge) that a copy of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the liens created hereby and the other Parity rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Collateral Agency Agreement and, to the extent provided therein, the applicable Security Instruments (as defined in the Collateral Agency Agreement). In the event of any conflict or inconsistency between the provisions of this Agreement and the Collateral Agency Agreement, the provisions of the Collateral Agency Agreement shall control. It is understood that any reference to the Collateral Agent taking any action, making any determinations, requests, directions, consents or elections, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any rights or duties under this Security Agreement shall be pursuant to written direction from the Controlling Priority Lien Documents.Representative. [Remainder of page intentionally left blank; signature pages follow]

Collateral Agency Agreement. This Article 12 (a) Lender hereby appoints Trustee as agent and bailee for Lender on the provisions terms and conditions of each other Security Document are subject this Section 11, and Trustee hereby accepts such appointment and agrees with Lender to act as agent without compensation separate from that provided to Trustee pursuant to the termsIndenture, conditions except as otherwise provided in Section 15 hereof. (b) The duties of Trustee as agent under this Agreement shall be as follows: (i) Trustee shall hold in trust for Lender all Pledged Bonds purchased by Trustee with payments made under the Letter of Credit pursuant to the Indenture, all proceeds thereof and benefits set forth in all other amounts held by Trustee and payable to Lender pursuant to the Collateral Agency Agreement. Each Indenture; and (ii) upon remarketing of the Issuers Pledged Bonds, Trustee shall deliver to Lender the proceeds of such remarketing and all other Guarantors consents toamounts received by Trustee and payable to Lender pursuant to the Indenture. (c) Trustee shall not pledge, and agrees to be bound byhypothecate, the terms transfer or release all or any part of the Collateral Agency Agreementto any other Person or in any manner not in accordance with this Section 11 without the prior written consent of Lender. (d) Neither Trustee nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Section 11 (except for its or such Person’s own negligence or willful misconduct). Trustee undertakes to perform only such duties as the same are expressly set forth herein. Trustee may be in effect from time to timerely, and shall be protected in acting or refraining from acting, upon any written notice, instruction or request furnished to perform it hereunder and believed by it to be genuine and to have been signed or presented by the proper party. Trustee may consult with counsel of its obligations thereunder own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the terms therewith. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Agency Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Notes to enter into the Collateral Agency Agreement as Parity Lien Representative on behalf opinion of such holders of the Notes, and (c) authorizes and instructs the Collateral Agent on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations to enter into the Collateral Agency Agreement as Collateral Agent on behalf of the such holders of the Notes and each other holder of Parity Lien Obligationscounsel. In addition, each Holder authorizes and instructs the Collateral Agent to enter into Notwithstanding any amendments or joinders provision to the Collateral Agency Agreement contrary contained herein, Trustee shall not be relieved of liability arising in accordance connection with its terms with the consent of the parties thereto own gross negligence or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Parity Lien Obligations and add other parties (or any Parity Lien Representative) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Parity Lien Obligations then outstanding, to the extent permitted by the Indenture, the Collateral Agency Agreement and the other Parity Lien Documents. The Trustee and the Collateral Agent shall be entitled to rely on an Officers’ Certificate or an Opinion of Counsel certifying that any such amendment or joinder is authorized or permitted under the Indenture, the Collateral Agency Agreement and the other Parity Lien Documentswillful misconduct.