Common use of First Lien Collateral Agent Clause in Contracts

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Seventh Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights Trustee and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 each of the Security Documents, for Holders by acceptance of the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct Notes hereby designate and appoint the First Lien Collateral Agent from time to time. Subject to as the Security Trustee’s and the Holders’ collateral agent under the Collateral Documents, except as directed by and the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, each of the Holders acknowledge that by acceptance of the Notes hereby irrevocably authorize the First Lien Collateral Agent will not be obligated: (i) to act upon directions purported execute and deliver the Collateral Documents as First Lien Collateral Agent and as the independent and separate creditor of the “Parallel Debt” as defined pursuant to be delivered to it by any other Person; (ii) to foreclose upon or otherwise enforce any First Priority Lien; or (iii) Pledge Agreement, and to take any other such action whatsoever with regard to any or all on their behalf under the provisions of the First Priority Liens, Security Collateral Documents or Collateral. (d) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect and to exercise such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, powers and (ii) delivers perform such duties as are expressly delegated to the First Lien Collateral Agent an Officer’s Certificate so stating by the terms of this Indenture and requesting the Collateral Documents, together with such powers as are reasonably incidental thereto. The First Lien Collateral Agent xxxxxx accepts such designation and appointment and agrees to act as the First Lien Collateral Agent and as the independent and separate creditor of the “Parallel Debt” pursuant to any Pledge Agreement on the conditions contained in this Section 11.06. Each Holder agrees that any action taken by the First Lien Collateral Agent in accordance with the provisions of this Indenture and the Collateral Documents, and the exercise by the First Lien Collateral Agent (including as the independent and separate creditor of the Parallel Debt pursuant to any Pledge Agreement) of any rights or remedies set forth herein and therein, shall be authorized and binding upon all Holders. The First Lien Collateral Agent may resign and its successor appointed in accordance with the terms of Section 7.07. The Trustee is authorized and directed by the Holders and the Holders by acquiring the Notes are deemed to have authorized the Trustee, as applicable, to (i) enter into the Intercreditor Agreement and the Collateral Agency Agreement, (ii) bind the Holders on the terms as set forth in the Intercreditor Agreement and the Collateral Agency Agreement, (iii) perform and observe its obligations and exercise its rights and powers under the Intercreditor Agreement and the Collateral Agency Agreement, including entering into amendments permitted by the terms of this Indenture, the Intercreditor Agreement and the other Collateral Documents and (iv) cause the First Lien Collateral Agent to enter into an intercreditor agreement and perform its obligations under the Collateral Documents. The First Lien Collateral Agent (including as the independent and separate creditor of the Parallel Debt pursuant to any Pledge Agreement) is authorized and directed by the Trustee and the Holders and the Holders by acquiring the Notes are deemed to have authorized the First Lien Collateral Agent (including as the independent and separate creditor of the Parallel Debt pursuant to any Pledge Agreement), to (i) enter into the Collateral Documents to which it is a party, (ii) bind the Trustee and the Holders on substantially the same terms as set forth in such Collateral Documents and (iii) perform and observe its obligations and exercise its rights and powers under such Collateral Documents, including entering into amendments permitted by the applicable terms of this Indenture or the Collateral Documents. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of the Intercreditor Agreements Agreement and each other Collateral Document, as originally in effect on and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms or the terms of this Indenture. Each of the Trustee and the Holders by acquiring the Notes is hereby deemed to (i) agree that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (ii) acknowledge that it has received a copy of the Intercreditor Agreement and that the exercise of certain of the Trustee’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement. In the case of any Intercreditor Agreement, the Collateral Agency Agreement and each other Collateral Document (or any amendment or supplement thereto) to be entered into after the Issue Date, the Trustee or the First Lien Collateral Agent, as applicable, shall execute and deliver such document in accordance with, and upon receipt of, a Collateral Document Order (as defined in the last paragraph of this Section 11.06) as to which it may conclusively rely without liability, in favor addition to any other requirements set forth in this Indenture. In doing so, the Trustee and the First Lien Collateral Agent are not responsible for the terms or contents of such Collateral Documents, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Each of the Holders by acquiring the Notes is hereby deemed to direct the Trustee to appoint, and by the First Lien Collateral Agent’s acceptance of each Mortgage is deemed to appoint on behalf of each of the Holders with respect to each such Mortgage, the First Lien Collateral Agent as its mortgagee trustee to (i) receive, hold, administer and enforce the Mortgages covering the Collateral Vessels, and (ii) act on its behalf with regard to (a) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred thereon under, or pursuant to each such Mortgage (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken by the Company or the relevant Restricted Subsidiaries in each such Mortgage), (b) all monies, property and other assets paid or transferred thereto or vested therein or in any agent thereof or received or recovered thereby or by any agent thereof pursuant to, or in connection with, each such Mortgage, whether from the Company, a Restricted Subsidiaries or any other person, and (c) all monies, investments, property or other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable thereby or by any agent thereof in respect of the same (or any part thereof), all as contemplated under the Intercreditor Agreement. The First Lien Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Company or any of the Collateral Grantors or is cared for, protected or insured or has been encumbered, or that the First Lien Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Collateral Grantors’ property constituting Collateral intended to be subject to the Lien and security interest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. The First Lien Collateral Agent shall have no obligation to exercise in any particular manner or under any duty of disclosure or fidelity, any of the rights, authorities and powers granted or available to the First Lien Collateral Agent pursuant to this Indenture or any Collateral Document. The grant of permissive rights or powers to the First Lien Collateral Agent shall not be construed to impose duties to act. For the avoidance of doubt, nothing herein shall require the First Lien Collateral Agent or Trustee to file financing statements or continuation statements or file or record any document or instrument, or be responsible for perfecting or maintaining the security interests purported to be created by the Collateral Documents and such responsibility shall be solely that of the Company, nor shall the First Lien Collateral Agent or the Trustee be responsible for, and neither the First Lien Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby. Notwithstanding anything to the contrary set forth in any Collateral Document, the Collateral Agent shall not be required to take any enforcement action outside of the United States; provided that the Collateral Agent will cooperate with the Holders and the Company in the appointment of a designated sub agent with respect to enforcement actions outside of the United States. Notwithstanding anything else to the contrary herein, the First Lien Collateral Agent shall not have any duty to take any discretionary action or representative exercise any discretionary powers. Whether or not expressly stated therein, in acting under any Collateral Document, the First Lien Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to it under this Indenture, as if such rights, privileges, immunities or indemnities were set forth in such Collateral Document. The First Lien Collateral Agent shall be entitled to all of the rights, privileges, immunities and indemnities granted to the Trustee. Neither the Trustee nor the First Lien Collateral Agent shall be liable or responsible for the holders failure of the ABL Obligations so incurredCompany or any Guarantors to maintain insurance on the Collateral, nor shall either of them be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Company, the Holders acknowledge that Guarantors, the Trustee, the First Lien Collateral Agent or any other Person. Upon the receipt by the First Lien Collateral Agent of a written request of the Company signed by an Officer of the Company (a “Collateral Document Order”), in connection with actions permitted under this Indenture and the other Note Documents, the First Lien Collateral Agent is hereby authorized to execute and directed deliver, and shall execute and deliver (without any liability or obligation to enter into such intercreditor agreement, bind the Holders on review or negotiate the terms set forth therein and perform and observe its obligations thereunder. (e) If of such document), without the Issuer further consent of any Holder, any Collateral Document or amendment or supplement thereto to be executed after the Issue Date; provided that (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement the entry into such Collateral Document, amendment, or supplement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to authorized and permitted under this Indenture and the benefit of the Additional General Intercreditor Agreement is concurrently retired, other Note Documents and (ii) delivers to the First Lien Collateral Agent an Officershall not be required to execute or deliver any such Collateral Document which, in the First Lien Collateral Agent’s reasonable opinion, is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the First Lien Collateral Agent or that the First Lien Collateral Agent determines is reasonably likely to involve the First Lien Collateral Agent in personal liability. Such Collateral Document Order (which may be included in the Officers’ Certificate so stating required to be delivered pursuant to Section 12.02(a) hereof) shall (A) certify that the execution and requesting delivery of the Collateral Document being requested in such Collateral Document Order is authorized and permitted under this Indenture and the other Note Documents, (B) instruct the First Lien Collateral Agent to enter execute and deliver such Collateral Document and (C) be accompanied by an Opinion of Counsel stating that the entry into an Additional General Intercreditor Agreement (on terms no less favorablesuch Collateral Document, taken as a whole, amendment or supplement is authorized and permitted under this Indenture and the other Note Documents and that all conditions precedent to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent execution and delivery of such Collateral Document, amendment or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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 thereundersupplement have been satisfied.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Eighth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all initially act as collateral agent and shall be authorized to appoint co-First Lien Collateral Agents as necessary in its sole discretion, to the rights and protections extent set forth in the First Lien Intercreditor Agreement. Except as otherwise explicitly provided herein or in the Security Documents. (b) Subject to Section 7.01 hereofDocuments and the First Lien Intercreditor Agreement, neither the Trustee nor Paying Agent, Registrar and Transfer First Lien Collateral Agent nor any of their its respective officers, directors, employees, attorneys employees or agents will shall be responsible or liable for failure to demand, collect or realize upon any of the existence, genuineness, value Collateral or protection for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral, for Collateral upon the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection request of any First Priority Lien, other Person or any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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 the Collateral or any or all part thereof. The First Lien Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the First Priority LiensLien Collateral Agent nor any of its officers, Security Documents directors, employees or Collateralagents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (db) The First Lien Collateral Agent is authorized and directed to (i) enter into a Collateral Agreement Supplement and any other Security Documents, (ii) enter into the First Lien Intercreditor Agreement and joinders to the ABL Intercreditor Agreement and Junior Priority Intercreditor Agreements, (iii) bind the Holders on the terms as set forth in the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Junior Priority Intercreditor Agreements and (iv) perform and observe its obligations under the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Junior Priority Intercreditor Agreements. (c) If the Issuer (i) incurs ABL Incurs First Priority Lien Obligations at any time when no Intercreditor Agreement intercreditor agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL First Priority Lien Obligations entitled to the benefit of the First Lien Intercreditor Agreements Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Officers’ Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable First Lien Intercreditor Agreements Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL First Priority Lien Obligations so incurredIncurred, the Holders acknowledge that the First Lien 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. If the Issuer (i) Incurs Junior Priority Lien Obligations at any time when no junior lien intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Priority Lien Obligations entitled to the benefit of a Junior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officers’ Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as a Junior Lien Intercreditor Agreement in effect on the Issue Date) to effect the lien subordination and other terms contemplated by the terms of such Junior Priority Lien Obligations, the First Lien 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Fifth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Fifteenth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Third Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Sixteenth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Eighth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Eighteenth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Ninth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Second Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby designates and appoints the First Lien Collateral Agent as its agent under the Note Documents and the First Lien Trustee and each of the holders of the Notes, by acceptance of the Notes, hereby irrevocably authorizes the First Lien Collateral Agent to take such action on its behalf under the provisions of the Note Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by the terms of the Note Documents, and consents and agrees to the terms of the Intercreditor Agreements and each First Lien Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The First Lien Collateral Agent agrees to act as such on the express conditions contained in this Section 13.08. The provisions of this Section 13.08 are solely for the benefit of the First Lien Collateral Agent and none of the First Lien Trustee, any of the holders of the Notes nor any of the Issuers or Guarantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 13.03. Each holder of the Notes agrees that any action taken by the First Lien Collateral Agent in accordance with the provision of the Note Documents, and the exercise by the First Lien Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all holders of the Notes. Notwithstanding any provision to the contrary contained elsewhere in the Note Documents, the duties of the First Lien Collateral Agent shall be ministerial and administrative in nature, and the First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Note Documents to which the First Lien Collateral Agent is a party, nor shall the First Lien Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the First Lien Trustee, any holder of the Notes or the Issuer, the US Co-Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Note Documents exist against the First Lien Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the First Lien 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. (b) The First Lien Collateral Agent may perform any of its duties under the Note Documents by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors, and attorneys-in-fact of such Person and its Affiliates (each, a “Related Person”) and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in good faith and in accordance with the advice or opinion of such counsel. The First Lien Collateral Agent shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made with due care. (c) None of the First Lien Collateral Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with any Note Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment) or under or in connection with any First Lien Collateral Document or Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment), or (ii) be responsible in any manner to any of the First Lien Trustee or any holder of the Notes for any recital, statement, representation, warranty, covenant or agreement made by the Issuer, the US Co-Issuer or any Guarantor or Affiliate of the Issuer or the US Co-Issuer or any Guarantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Note Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the First Lien Collateral Agent under or in connection with, any of the Note Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of any of the Note Documents, or for any failure of the Issuer, the US Co-Issuer or any Guarantor or any other party to any of the Note Documents to perform its obligations hereunder or thereunder. None of the First Lien Collateral Agent or any of its respective Related Persons shall be under any obligation to the First Lien Trustee or any holder of the Notes to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the Note Documents or to inspect the properties, books, or records of the Issuer, the US Co-Issuer or any Guarantor or any Affiliates of the Issuer, the US Co-Issuer or any Guarantor. (d) The First Lien Collateral Agent shall be entitled to rely, and shall be fully protected in relying, in good faith upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts and advisors selected by the First Lien Collateral Agent. The First Lien Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. The First Lien Collateral Agent shall be fully justified in failing or refusing to take any action under any Note Document unless it shall first receive such advice or concurrence of the First Lien Trustee as it determines. The First Lien Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the rights and protections provided Note Documents in accordance with a request, direction, instruction or consent of the Security DocumentsFirst Lien Trustee. (be) Subject The First Lien Collateral Agent shall not be deemed to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection have notice of any Collateral, for the legality, enforceability, effectiveness Default or sufficiency Event of the Security Documents, for the creation, perfection, priority, sufficiency or protection Default unless a Trust Officer of any First Priority Lien, or any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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 and such notice references the First Priority Liens, Security Documents or CollateralNotes and this Indenture. (df) If the Issuer (i) incurs ABL Obligations The First Lien Collateral Agent may resign at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled by notice to the benefit First Lien Trustee and the Issuers, such resignation to be effective upon the acceptance of the Intercreditor Agreements is concurrently retired, and (ii) delivers a successor agent to its appointment as First Lien Collateral Agent. If the First Lien Collateral Agent an Officer’s Certificate so stating and requesting resigns under this Indenture, the Issuers shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially as stated in the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor notice of a designated agent or representative for the holders of the ABL Obligations so incurredresignation), the Holders acknowledge that the First Lien Collateral Agent is hereby authorized and directed to enter into such intercreditor agreementmay appoint, bind after consulting with the Holders on the terms set forth therein and perform and observe its obligations thereunder. (e) If the Issuer (i) incurs Junior First Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled Trustee, subject to the benefit consent of the Additional General Intercreditor Agreement Issuers (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral agent is concurrently retired, appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (ii30) delivers to days after the intended effective date of resignation (as stated in the notice of resignation) the resigning First Lien Collateral Agent’s resignation shall nevertheless thereupon become effective (except in the case of the First Lien Collateral Agent an Officer’s Certificate so stating and requesting holding collateral security on behalf of the holders of the Notes, the retiring the First Lien Collateral Agent shall continue to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken hold such collateral security as nominee until such time as a wholesuccessor collateral agent is appointed), to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for and the holders of the Junior Lien Obligations so incurred, Notes shall assume and perform all of the Holders acknowledge that duties of the First Lien Collateral Agent is hereby authorized hereunder until such time, if any, as the holders of the Notes appoint a successor collateral agent as provided for above. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and directed duties of the retiring First Lien Collateral Agent, and the term “First Lien Collateral Agent” means such successor collateral agent, and the retiring First Lien Collateral Agent’s appointment, powers and duties as the First Lien Collateral Agent shall be terminated. After the retiring First Lien Collateral Agent’s resignation hereunder, the provisions of this Section 13.08 (and Section 7.07) shall continue to enter into inure to its benefit and the retiring First Lien Collateral Agent shall not by reason of such intercreditor agreement, bind resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Holders on the terms set forth therein and perform and observe its obligations thereunderFirst Lien Collateral Agent under this Indenture.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all the rights and protections provided in the Security Documents. (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and Transfer 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 any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Seventh Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the Intercreditor Agreements is concurrently retired, and (ii) delivers directs the Trustee to deliver to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.

First Lien Collateral Agent. (a) The First Lien Collateral Agent shall have all initially act as collateral agent and shall be authorized to appoint co-First Lien Collateral Agents as necessary in its sole discretion, to the rights and protections extent set forth in the First Lien Intercreditor Agreement. Except as otherwise explicitly provided herein or in the Security Documents. (b) Subject to Section 7.01 hereofDocuments and the First Lien Intercreditor Agreement, neither the Trustee nor Paying Agent, Registrar and Transfer First Lien Collateral Agent nor any of their its respective officers, directors, employees, attorneys employees or agents will shall be responsible or liable for failure to demand, collect or realize upon any of the existence, genuineness, value Collateral or protection for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral, for Collateral upon the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection request of any First Priority Lien, other Person or any defect or deficiency as to any such matters. (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Twenty-Fourth Supplemental Indenture and any other representatives, the Holders acknowledge that the First Lien 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 the Collateral or any or all part thereof. The First Lien Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the First Priority LiensLien Collateral Agent nor any of its officers, Security Documents directors, employees or Collateralagents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct, gross negligence or bad faith. (db) The First Lien Collateral Agent is authorized and directed to (i) enter into the Collateral Agreement Supplement and any other Security Documents, (ii) enter into the First Lien Intercreditor Agreement and joinders to the Junior Priority Intercreditor Agreements, (iii) bind the Holders on the terms as set forth in the Security Documents, the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements and (iv) perform and observe its obligations under the Security Documents and the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements. (c) If the Issuer (i) incurs ABL Incurs First-Priority Lien Obligations at any time when no Intercreditor Agreement intercreditor agreement is in effect with respect to such obligations or at any time when Indebtedness constituting ABL First-Priority Lien Obligations entitled to the benefit of the First Lien Intercreditor Agreements Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Officers’ Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the applicable First Lien Intercreditor Agreements Agreement in effect on the Issue Date) in favor of a designated agent or representative for the holders of the ABL First-Priority Lien Obligations so incurredIncurred, the Holders acknowledge that the First Lien 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. If the Issuer (i) Incurs Junior Priority Lien Obligations at any time when no junior lien intercreditor agreement is in effect or at any time when Indebtedness constituting Junior Priority Lien Obligations entitled to the benefit of a Junior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officers’ Certificate so stating and requesting the First Lien Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as a Junior Lien Intercreditor Agreement in effect on the Issue Date) to effect the lien subordination and other terms contemplated by the terms of such Junior Priority Lien Obligations, the First Lien 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. (e) If the Issuer (i) incurs Junior Lien Obligations at any time when no Additional General Intercreditor Agreement is in effect or at any time when Indebtedness constituting Junior Lien Obligations entitled to the benefit of the Additional General Intercreditor Agreement is concurrently retired, and (ii) delivers to the First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into an Additional General Intercreditor Agreement (on terms no less favorable, taken as a whole, to the First Lien Secured Parties than the terms under the 2012 Additional General Intercreditor Agreement) with the designated agent or representative for the holders of the Junior Lien Obligations so incurred, the Holders acknowledge that the First Lien Collateral Agent 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.