Common use of Collateral Documents; Intercreditor Agreements Clause in Contracts

Collateral Documents; Intercreditor Agreements. (a) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee to execute and deliver the Intercreditor Agreements and any Collateral Document in which the Trustee is named as a party, including any Intercreditor Agreement or Collateral Document executed after the Issue Date, and to appoint the Collateral Agent to act on behalf of the Notes Secured Parties under the Second Priority Pari Passu Intercreditor Agreement, the Collateral Documents and the other Intercreditor Agreements. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor Agreements or any Collateral Document, the Trustee shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). (b) Whenever the Trustee is required or requested to deliver any direction to the Collateral Agent under the terms of this Indenture, the Second Priority Pari Passu Intercreditor Agreement, any Collateral Document or any other Intercreditor Agreement in its capacity as Authorized Representative or otherwise, the Trustee shall do so in accordance with the provisions of this Indenture and shall be vested with the rights, privileges and immunities set forth in this Indenture.

Collateral Documents; Intercreditor Agreements. (a) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee to execute and deliver the Intercreditor Agreements and any Collateral Document in which the Trustee is named as a party, including any Intercreditor Agreement or Collateral Document executed after the Issue Date, and to appoint the Collateral Agent to act on behalf of the Notes Secured Parties under the Second Priority Pari Passu Intercreditor Agreement, the Collateral Documents and the other Intercreditor Agreements. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor Agreements or any Collateral Document, the Trustee shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). (b) Whenever the Trustee is required or requested to deliver any direction to the Collateral Agent under the terms of this Indenture, the Second Priority Pari Passu Intercreditor Agreement, any Collateral Document or any other Intercreditor Agreement in its capacity as Authorized Representative or otherwise, the Trustee shall do so in accordance with the provisions of this Indenture and shall be vested with the rights, privileges and immunities set forth in this Indenture.

Collateral Documents; Intercreditor Agreements. (a) By their acceptance of the Notes, the Holders hereby (i) authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver the Intercreditor Agreements and any Collateral Document Documents in which the Trustee or the Collateral Agent, as applicable, is named as a party, including any Intercreditor Agreement or Collateral Document Documents executed after the Issue DateDate in accordance with this Indenture, (ii) accept and acknowledge the terms of the Collateral Documents, (iii) appoint and authorize the Collateral Agent, as Collateral Agent for itself, the Trustee and the Holders under the Collateral Documents, to take such action as agent on their behalf and on behalf of all other Secured Parties (as defined in the Collateral Documents) and to appoint exercise such powers under the Collateral Documents as are delegated to the Collateral Agent to act on behalf by the terms thereof, and (iv) accept and acknowledge the terms of the Notes Secured Parties under the Second Priority Pari Passu Intercreditor Agreement, the Collateral Documents applicable to them and agree to be bound by the other Intercreditor Agreementsterms thereof. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is and the Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor Agreements Collateral Documents (or any Collateral Documentother applicable intercreditor agreements referred to herein from time to time), the Trustee and the Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). Each of the Holders by acceptance of the Notes agrees that upon the Trustee’s or the Collateral Agent’s, as applicable, entry into the Collateral Documents, the Holders shall be subject to and bound by the provisions of the Collateral Documents. (b) Whenever In executing and delivering any Collateral Documents after the Issue Date, the Trustee is required or requested the Collateral Agent, as applicable, shall receive (and shall be fully entitled to deliver any direction rely upon) (i) an Officer’s Certificate of the Issuer requesting the Trustee or the Collateral Agent, as applicable, to execute such Collateral Document and (ii) an Officer’s Certificate of the Issuer and an Opinion of Counsel, each stating that all conditions precedent (if any) in connection with the execution and delivery of such Collateral Document by the Trustee or the Collateral Agent under the terms of this Indenture, the Second Priority Pari Passu Intercreditor Agreement, any have been complied with and such Collateral Document or any other Intercreditor Agreement in its capacity as Authorized Representative or otherwise, the Trustee shall do so in accordance complies with the provisions of this Indenture the Note Documents. Upon receipt of such Officer’s Certificate and Opinion of Counsel, the Trustee or the Collateral Agent, as applicable, may execute and deliver the requested Collateral Document after the Issue Date without the consent or direction of any Holder; provided, that any such Collateral Document shall be vested acceptable to the Trustee or the Collateral Agent, as applicable, with respect to the rightsrights or obligations or the Trustee or the Collateral Agent, privileges and immunities set forth in this Indentureas applicable, contained therein.

Collateral Documents; Intercreditor Agreements. (a) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee Trustee, the Notes US Collateral Agent and the Notes Canadian Collateral Agent, as the case may be, to execute and deliver the First Lien Intercreditor Agreements Agreement, any intercreditor agreements in respect of permitted Junior Lien Obligations and any other Collateral Document Documents in which the Trustee Trustee, the Notes US Collateral Agent or the Notes Canadian Collateral Agent, as applicable, is named as a party, including any Intercreditor Agreement or Collateral Document Documents executed after the Issue Date, and to appoint the Collateral Agent to act on behalf of the Notes Secured Parties under the Second Priority Pari Passu Intercreditor Agreement, the Collateral Documents and the other Intercreditor Agreements. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is Trustee, the Notes US Collateral Agent and the Notes Canadian Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the First Lien Intercreditor Agreements Agreement, any intercreditor agreements in respect of permitted Junior Lien Obligations or any other Collateral DocumentDocuments, the Trustee Trustee, the Notes US Collateral Agent and the Notes Canadian Collateral Agent each shall have all of the rights, immunities, indemnities indemnities, privileges and other protections granted to it under this Indenture and the Collateral Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements). (b) Whenever the Trustee is required or requested to deliver any direction to the Collateral Agent under the terms of this Indenture, the Second Priority Pari Passu Intercreditor Agreement, any Collateral Document or any other Intercreditor Agreement in its capacity as Authorized Representative or otherwise, the Trustee shall do so in accordance with the provisions of this Indenture and shall be vested with the rights, privileges and immunities set forth in this Indenture.