Collateral Agent and Representative. It is understood and agreed that (a) the Senior Credit Agreement Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Senior Credit Agreement and the provisions of Article IX of the Senior Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Senior Credit Agreement Collateral Agent hereunder and (b) the Initial Junior Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Initial Junior Lien Agreement and the provisions of Article [IX] of the Initial Junior Lien Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Junior Lien Collateral Agent hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Credit Agreement Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions of Article IX of the First Lien Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the First Lien Credit Agreement Collateral Agent hereunder and (b) the Initial Second Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Initial Second Lien Agreement and the provisions of Article [IX] of the Initial Second Lien Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Second Lien Collateral Agent hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent for the Priority Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Second Lien Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the [Trustees] (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder, and (c) the Third Lien Collateral [Agent][Trustee] is entering into this Agreement in its capacity as [agent][trustee and collateral trustee] under the Third Lien Debt Documents and the provisions of Section [ ] of the Third Lien Debt Agreement applicable to the [Agents][Trustees] (as defined therein) thereunder shall also apply to the Third Lien Collateral [Agent][Trustee] hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Second Lien Collateral Agent [and the Third Lien Collateral [Agent][Trustee] shall be pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of holders of Second Lien Obligations under the Second Lien Notes Indenture [or the Third Lien [Trustee] or the requisite percentage of holders of Third Lien Obligations, as applicable].
Collateral Agent and Representative. It is understood and agreed that (a) (i) The Bank of New York Mellon Trust Company, N.A. (“BNY”) is entering into this Agreement, not in its individual capacity, but solely as Collateral Agent, in its capacities as trustee and collateral agent under the Notes Indenture, and pursuant to the directions set forth in the Notes Indenture, and in so doing, BNY shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the rights, protections, privileges, indemnities and immunities granted to BNY as trustee and collateral agent under the Notes Indenture shall inure to the benefit of BNY as the Collateral Agent herein in such capacities hereunder, (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis and (iv) in no event shall BNY incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Collateral Agent or any Senor Class Debt Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by though or under such party, and (b) [ ] is entering into this Agreement in its capacity as administrative agent and collateral agent under that certain Second Lien [Agreement] dated as of [ ], 20[ ], among [the Obligors identified therein], [__], as [description of capacity] and the other parties thereto and the provisions of Section [12] of such credit agreement applicable to the administrative agent thereunder shall also apply to it as Initial Second Priority Representative hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, in no event shall BNY, in any capacity hereunder, (i) be under any obligation to exercise discretion herein, and in any case in which BNY, in any of its capacities hereunder, is to provide consent, make a determination, grant approval, or take any like action that would involve discretion, BNY shall be fully protected in relying conclusively on direction from the requisite holders in the applicable Senior Debt Documents. BNY shall not be responsible for the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than by maintaining possession of possessory collateral delivered to it in accordance with this Agr...
Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Revolving Credit Agreement and collateral agent for the Senior Secured Parties and the provisions of Article XI of the Revolving Credit Agreement and Article XI of the Term Loan Credit Agreement applicable to the Agents (as defined in the Revolving Credit Agreement) thereunder shall also apply to the First Lien Collateral Agent hereunder and (b) the Second Lien Collateral Agent is entering into this Agreement in its capacity as collateral trustee under the Junior Priority Debt Documents and the provisions of Article VII and Article XI of the Second Lien Notes Indenture applicable to the Collateral Agent (as defined therein) thereunder shall also apply to the Second Lien Collateral Agent hereunder. It is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Second Lien Collateral Agent shall be pursuant to written direction from the Second Lien Notes Trustee or the requisite percentage of Holders under the Second Lien Notes Indenture.
Collateral Agent and Representative. It is understood and agreed that (a) the ABL Representative is entering into this Agreement in its capacity as administrative agent and collateral agent under the ABL Credit Agreement and the provisions of Section 12 of the ABL Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the ABL Representative hereunder and (b) the First Lien Term Collateral Representative is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Term Credit Agreement and the provisions of Section 12 of the First Lien Term Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the First Lien Term Collateral Representative hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Credit Agreement Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions of Article [•] of the First Lien Credit Agreement applicable to the Collateral Agent (as defined therein) and Administrative Agent (as defined therein) thereunder shall also apply to the First Lien Credit Agreement Collateral Agent hereunder, (b) the Second Lien Indenture Collateral Agent is entering into this Agreement in its capacity agent under the Second Lien Indenture and the provisions of Article 11 of the Second Lien Indenture applicable to the Collateral Agent (as defined therein) thereunder shall also apply to the Second Lien Indenture Collateral Agent hereunder and (c) the Initial Junior Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the Initial Junior Lien Agreement and the provisions of Article [•] of the Initial Junior Lien Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Junior Lien Collateral Agent hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the Super-Priority Collateral Agent is entering into this Agreement in its capacity as collateral agent under the Super-Priority Notes Indenture and the provisions of Article 14 of the Super-Priority Notes Indenture applicable to the Notes Collateral Agent (as defined therein) thereunder shall also apply to the Super-Priority Collateral Agent hereunder, (b) the Initial Second Lien Representative is entering into this Agreement in its capacity as collateral agent under the Initial Second Lien Debt Agreement and the provisions of Article 17 of the Initial Second Lien Debt Agreement applicable to the Notes Collateral Agent (as defined therein) thereunder shall also apply to the Initial Second Lien Representative hereunder and (c) each other Representative party hereto is entering into this Agreement in its capacity as trustee or agent for the secured parties referenced in the applicable Additional Senior Priority Debt Document or Additional Second Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of such agreement applicable to such Representative thereunder shall also apply to such Representative hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the Senior Lien Representative is entering into this Agreement in its capacity as administrative agent and collateral agent under the Senior Lien Debt Agreement and the provisions of Article VIII and Article IX of the Senior Lien Debt Agreement applicable to the Senior Lien Representative and the other agents thereunder, and any other indemnifications, waivers, or disclaimers for the benefit of the Senior Lien Representative and the other agents contained therein, shall also apply to the Senior Lien Representative hereunder and (b) the Junior Lien Representative is entering into this Agreement in its capacity as administrative agent and collateral agent under the Junior Lien Debt Agreement and the provisions of Article VIII and Article IX of the Junior Lien Debt Agreement applicable to the Junior Lien Representative and the other agents thereunder, and any other indemnifications, waivers, or disclaimers for the benefit of the Junior Lien Representative and the other agents contained therein, shall also apply to the Junior Lien Representative hereunder.
Collateral Agent and Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions of Article 9 of the First Lien Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the First Lien Collateral Agent hereunder and (b) [ ] is entering into this Agreement in its capacity as [Trustee] under [indenture] (the “Trustee”) and the provisions of Article [ ] of such indenture applicable to the Trustee thereunder shall also apply to the Trustee hereunder.
