Common use of Permitted Additional Pari Passu Obligations Clause in Contracts

Permitted Additional Pari Passu Obligations. On or after the date hereof, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of the Note Documents and (iii) specifying the name and address of an Authorized Representative for such obligations, (b) a fully executed Permitted Additional Secured Party Joinder (in the form attached as Annex 2), (c) a certificate signed by an officer of the Company or the Issuer to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereof, the Company or the Issuer Issuers may from time to time designate additional obligations Indebtedness of the Issuers or any Grantor Guarantor permitted to be incurred under the Indenture and to be secured by a Lien on the Pledged Collateral or Mortgaged Property permitted by the Indenture as additional Secured Obligations hereunder (the “Permitted Additional Pari Passu Obligations Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an officer a Responsible Officer of the Company or the Issuer Issuers (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of the Note Documents Secured Agreements and (iii) specifying the name and address of an the Authorized Representative for such obligations, (b) a fully executed Permitted Additional Secured Party Joinder (in the form attached as Annex 2Exhibit 11), ; and (c) a certificate signed by an officer Opinion of the Company or the Issuer Counsel to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate is in compliance with the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor AgreementIndenture. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Pledgors have complied with their obligations under Section 3.4; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit 6 hereto), (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement evidence that the Additional Pari Passu Agent for the applicable series of Permitted Additional Pari Passu Obligations has entered into an agency agreement or a other arrangement with the Collateral Agent that is acceptable to the Collateral Agent, acting in its sole discretion. Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit 6 hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Obligors have complied with their obligations under Section 5; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2), Exhibit A hereto) and a fully executed joinder agreement to the Intercreditor Agreement and (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a ). Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit A hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an executive officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents then extant Additional Pari Passu Agreement and (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee); and (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit II), (c) a certificate signed by an officer of the Company or the Issuer . Notwithstanding anything to the effect that the designation of such obligations as “Permitted contrary contained herein or in any other Covered Document, with respect to any Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act have no responsibility for, or any duty to inquire as agent under to, any matter pertaining to such Additional Pari Passu Agreement (or the contents thereof) or the compliance of any Grantor or Additional Pari Passu Agent with the terms thereof. Without limiting the foregoing, in the event the Collateral Agent is required to take action hereunder and subject to such action is conditioned upon compliance with the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu ObligationsAgreement, Collateral Agent shall be entitled to request, and each Authorized Representative agrees be fully protected in relying upon, an officer’s certificate of the relevant Grantor and/or the applicable Additional Pari Passu Agent that such action is permitted or authorized under the terms of such Additional Pari Passu Agreement. To the extent such Additional Pari Passu Agreement grants any rights, protections, immunities or indemnities thereunder to the appointmentCollateral Agent, the Issuer and acceptance of the appointment, of each applicable additional Grantor agrees that the Collateral Agent as Collateral Agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to is an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Partyexpress third-party beneficiary thereunder.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Pledgors have complied with their obligations under Section 3.4; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit 6 hereto), (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a evidence that the Additional Pari Passu Agent for the applicable series of Permitted Additional Pari Passu Obligations has entered into an agency agreement with the Collateral Agent that is acceptable to the Collateral Agent, acting in its sole discretion. Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit 6 hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations Permitted Additional Pari Passu Obligations of any Grantor permitted to be incurred under the Indenture and each document governing Permitted Additional Pari Passu Obligations then in effect and to be secured by a Lien on the Collateral permitted by the Indenture as and each document governing Permitted Additional Pari Passu Obligations then in effect as additional Secured Obligations hereunder by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Permitted Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then existent document governing Permitted Additional Pari Passu Obligations, (iii) specifying the name and address of an Authorized Representative the Permitted Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Grantors have complied with their obligations hereunder; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (substantially in the form attached as Annex 2Exhibit E hereto), ; and (c) a certificate signed by an officer of the Company or the Issuer Officer’s Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each Indenture or any then extant existent document governing Permitted Additional Pari Passu Debt Document Obligations (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement). Each Authorized Representative Permitted Additional Pari Passu Agent agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including including, without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative Permitted Additional Pari Passu Agent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Pari Passu Joinder Agreement and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustees and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustees) and (iv) stating that the Grantors have complied with their obligations under Section 5; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2)Exhibit II hereto) and a fully executed joinder agreement to the First Lien Intercreditor Agreement, and (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a ). Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit V hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustees and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustees) and (iv) stating that the Grantors have complied with their obligations under Section 5; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2), Exhibit V hereto) and a fully excuted joinder agreement to the First Lien Intercreditor Agreement and (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a ). Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit V hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.

Permitted Additional Pari Passu Obligations. (a) On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent, if any: (a) a certificate signed by an officer Officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereofhereof and the Indenture, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Pledgors have complied with their obligations under Article III; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit 7 hereto), ; (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) ); and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to evidence that the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Additional Pari Passu Agent shall act as agent under and subject to the terms of this Agreement for the benefit applicable series of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointmentif any, and acceptance of the appointment, of has entered into an agency agreement with the Collateral Agent as that is acceptable to the Collateral Agent for the holders of such Permitted Additional Pari Passu Obligations as set forth Agent, acting in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Partyits sole discretion.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to Agent, the Collateral Agent Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an executive officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents then extant Additional Pari Passu Agreement and (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee); and (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit E), (c) a certificate signed by an officer of the Company or the Issuer . Notwithstanding anything to the effect that the designation of such obligations as “Permitted contrary contained herein, with respect to any Additional Pari Passu Obligations” does not violate Agreement the Agent shall have no responsibility for, or any duty to inquire as to, any matter pertaining to such Additional Pari Passu Agreement (or the contents thereof) or the compliance of any Grantor or Additional Pari Passu Agent with the terms thereof; provided, however, that the foregoing in no way limits or alters the obligations, duties or responsibilities of Xxxxx Fargo Bank, National Association in its capacity as an Additional Pari Passu Agent. Without limiting the foregoing, in the event Agent is required to take action hereunder and such action is conditioned upon compliance with the terms of the Note Documents and each then extant Permitted any Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent be entitled to request, and be fully protected in relying upon, an officer’s certificate of the relevant Grantor or the applicable Additional Pari Passu Agent that such action is permitted or authorized under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to Agreement. To the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent for the holders of extent such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agreesAgreement grants any rights, on behalf of itself protections, immunities or indemnities thereunder to the Agent, the Company and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party applicable additional Grantor agrees that it the Agent is bound by the terms of the Intercreditor Agreement applicable to such Secured Partyan express third-party beneficiary thereunder.

Permitted Additional Pari Passu Obligations. On or after the date hereof, the Company or the Issuer Issuers may from time to time designate additional obligations Indebtedness of the Issuers or any Grantor Guarantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral Pledged Collateral, Mortgaged Property or Mortgaged Vessels permitted by the Indenture as additional Secured Obligations hereunder (the “Permitted Additional Pari Passu Obligations Obligations”) by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an officer of the Company or the Issuer Issuers (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of this Agreement and the Note Documents Indenture and (iii) specifying the name and address of an the Authorized Representative for such obligations, and (b) a fully executed Permitted Additional Secured Party Joinder (in the form attached as Annex 2Exhibit 9), (c) a certificate signed by an officer of the Company or the Issuer to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereof, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of the Note Documents and (iii) specifying the name and address of an Authorized Representative for such obligations, (b) a fully executed Permitted Additional Secured Party Joinder (in the form attached as Annex 2), (c) a certificate signed by an officer of the Company or the Issuer to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereofhereof and so long as expressly permitted by the Indenture and any Permitted Additional Pari Passu Obligations Agreement then outstanding, the Company or the Issuer may from time to time designate additional obligations Indebtedness at the time of any Grantor permitted to be incurred under the Indenture and incurrence to be secured by on a Lien on pari passu basis with the Collateral permitted by the Indenture Secured Obligations as Permitted Additional Pari Passu Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an officer Officer of the Company or the Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (iiiii) representing certifying that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of the Note Documents Indenture and any Permitted Additional Pari Passu Obligations Agreement then outstanding and (iiiiv) specifying the name and address of an the Authorized Representative for such obligations, obligations and (b) a fully executed Permitted Additional Pari Passu Secured Party Joinder (in the form attached as Annex 2), (c) a certificate signed by an officer of the Company or the Issuer to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents and each then extant Permitted Additional Pari Passu Debt Document (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor AgreementJoinder. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the Authorized Representative and the holders of such Permitted Additional Pari Passu Obligations and as collateral agent for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent for the Authorized Representative and the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder joinder to this Agreement and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding , the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement Secured Party Joinder and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured PartyAgreement.

Permitted Additional Pari Passu Obligations. (i) On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and designated, the aggregate principal amount or face amount thereofthereof and the terms and Additional Pari Passu Debt Documents governing such obligations, and stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of each of the Indenture, the other Note Documents and each then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Pledgors have complied with their obligations under Section 3.4; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit 6 hereto), (c) a certificate signed by an officer Officers’ Certificate and Opinion of the Company or the Issuer Counsel to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Indenture, the other Note Documents and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to evidence that the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent for the holders applicable series of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority has entered into an agency agreement with the Liens securing Collateral Agent that is acceptable to the NotesCollateral Agent, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations acting in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Partyits sole discretion.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Grantors have complied with their obligations under Article IV of this Agreement and Articles VI and V of the Pledge Agreement; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit B), ; and (c) a certificate signed by an officer Opinion of the Company or the Issuer Counsel to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) a fully executed Intercreditor Agreement or a Joinder Agreement to the Intercreditor Agreement). Each Authorized Representative Additional Pari Passu Agent agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement the Senior Secured Note Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative Additional Pari Passu Agent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as Collateral Agent agent for the holders of such Permitted Additional Pari Passu Obligations as set forth in each Permitted Additional Secured Party Pari Passu Joinder Agreement and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding , the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Intercreditor Agreement and the other Secured Collateral Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party.

Permitted Additional Pari Passu Obligations. On or after the date hereofIssue Date, the Company or the Issuer may from time to time designate additional obligations of any Grantor permitted to be incurred under the Indenture and to be secured by a Lien on the Collateral permitted by the Indenture as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent Agent, the Trustee and each Authorized Representative Additional Pari Passu Agent (a) a certificate signed by an the chief financial officer of the Company or the Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations Obligations” for purposes hereof, (ii) representing that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and each of the Note Documents and then extant Additional Pari Passu Agreement, (iii) specifying the name and address of an Authorized Representative the Additional Pari Passu Agent for such obligations, obligations (if other than the Trustee) and (iv) stating that the Pledgors have complied with their obligations under Section 3.4; (b) except in the case of Additional Notes, a fully executed Permitted Additional Secured Party Pari Passu Joinder Agreement (in the form attached as Annex 2Exhibit 6 hereto), (c) a certificate signed by an officer of the Company or the Issuer Officers’ Certificate to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Note Documents Indenture and each then extant Permitted Additional Pari Passu Debt Document Agreement (upon which the Collateral Agent may conclusively and exclusively rely) and (d) evidence that the Additional Pari Passu Agent for the applicable series of Permitted Additional Pari Passu Obligations has entered into a fully executed Intercreditor Agreement or a customary agency agreement. Notwithstanding the delivery of the Additional Pari Passu Joinder Agreement to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentenceabove, the Collateral Agent shall not be obligated to act as agent under and subject to the terms of this Agreement Collateral Agent for the benefit of all Secured Parties, including without limitation, any New Secured Parties that hold (as such term is defined in Exhibit 6 hereto) whatsoever or to execute any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to document whatsoever (including any agency agreement) if in the appointment, and acceptance of the appointment, sole judgment of the Collateral Agent as doing so would impose, purport to impose or might reasonably be expected to impose upon the Collateral Agent any obligation or liability for which the holders of such Permitted Collateral Agent is not in its sole discretion fully protected. In no event shall the Collateral Agent be subject to any document that it has not executed. The Additional Pari Passu Obligations as set forth Joinder Agreement shall not be effective until it has been accepted in each Permitted Additional Secured Party Joinder and agrees, on behalf of itself and each Permitted Additional Secured Party it represents, to be bound by this Agreement. Notwithstanding the fact that Permitted Additional Pari Passu Obligations are to be secured by Liens that are pari passu in priority with the Liens securing the Notes, any Permitted Additional Pari Passu Obligations may be subject to an intercreditor agreement or other instrument or agreement providing for differences from the Notes Obligations or other Permitted Additional Pari Passu Obligations in right of payment, priority of payment, remedies, enforcement and other matters. By accepting the benefits of this Agreement and the other Secured Documents, each Secured Party agrees that it is bound writing by the terms of the Intercreditor Agreement applicable to such Secured PartyCollateral Agent.