Common use of Security Documents; Intercreditor Agreements Clause in Contracts

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Lien Secured Party, to enter into , amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Lien Secured Parties and Holders and the First Lien Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Lien Security Document solely as such First Lien Security Document relates to a particular series of First Lien Obligations so long as (x) such amendment is in accordance with the First Lien Documents pursuant to which such series of First Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Lien Document that is or is contemplated to be subject to a Lien permitted by the First Lien Documents (subject to any restrictions set forth in the First Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Lien Document or (4) to otherwise enhance the rights or benefits of the First Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company shall have the right to determine whether Obligations with respect to any Additional First Lien Obligations will, as between such Additional First Lien Obligations and the Note Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Lien Obligations and any other First Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Lien Security Documents and this Indenture.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, under the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Second Lien Secured Party, to enter into into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations, any Additional Second Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Second Lien Secured Parties and Parties, Holders and the First Second Lien Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents Indenture and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Second Lien Security Document solely as such First Second Lien Security Document relates to a particular series of First Second Lien Obligations so long as (x) such amendment is in accordance with the First Second Lien Documents pursuant to which such series of First Second Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Second Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Second Lien Document that is or is contemplated to be subject to a Lien permitted by the First Second Lien Documents (subject to any restrictions set forth in the First Second Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Second Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Second Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Second Lien Document or (4) to otherwise enhance the rights or benefits of the First Second Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Second Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company shall have the right to determine whether Obligations with respect to any Additional First Second Lien Obligations or Junior Lien Obligations will, as between such Additional First Second Lien Obligations or Junior Lien Obligations and the Note Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Second Lien Obligations, Junior Lien Obligations and any other First Second Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Second Lien Security Documents and this Indenture.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Lien Notes Secured Party, to enter into into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations, any Additional Second Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Lien Notes Secured Parties and Parties, Holders and the First Lien Notes Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents Indenture and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Second Lien Security Document solely as such First Second Lien Security Document relates to a particular series of First Second Lien Obligations so long as (x) such amendment is in accordance with the First Second Lien Documents pursuant to which such series of First Second Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Second Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Second Lien Document that is or is contemplated to be subject to a Lien permitted by the First Second Lien Documents (subject to any restrictions set forth in the First Second Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Second Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Second Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Second Lien Document or (4) to otherwise enhance the rights or benefits of the First Second Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Second Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company Issuer shall have the right to determine whether Obligations with respect to any Additional First Second Lien Obligations or Junior Lien Obligations will, as between such Additional First Second Lien Obligations or Junior Lien Obligations and the Note Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Second Lien Obligations, Junior Lien Obligations and any other First Second Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Second Lien Security Documents and this Indenture.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Lien Secured Party, to enter into into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Lien Secured Parties and Parties, Holders and the First Lien Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents Indenture and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Lien Security Document solely as such First Lien Security Document relates to a particular series of First Lien Obligations so long as (x) such amendment is in accordance with the First Lien Documents pursuant to which such series of First Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Lien Document that is or is contemplated to be subject to a Lien permitted by the First Lien Documents (subject to any restrictions set forth in the First Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Lien Document or (4) to otherwise enhance the rights or benefits of the First Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company Issuer shall have the right to determine whether Obligations with respect to any Additional First Lien Obligations or Junior Lien Obligations will, as between such Additional First Lien Obligations, Junior Lien Obligations and the Note Notes Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Lien Obligations, Junior Lien Obligations and any other First Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Lien Security Documents and this Indenture.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Second Lien Secured Party, to enter into into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations, any Additional Second Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Second Lien Secured Parties and Parties, Holders and the First Second Lien Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Second Lien Security Document solely as such First Second Lien Security Document relates to a particular series of First Second Lien Obligations so long as (x) such amendment is in accordance with the First Second Lien Documents pursuant to which such series of First Second Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Second Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Second Lien Document that is or is contemplated to be subject to a Lien permitted by the First Second Lien Documents (subject to any restrictions set forth in the First Second Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Second Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Second Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Second Lien Document or (4) to otherwise enhance the rights or benefits of the First Second Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Second Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company shall have the right to determine whether Obligations with respect to any Additional First Second Lien Obligations or Junior Lien Obligations will, as between such Additional First Second Lien Obligations or Junior Lien Obligations and the Note Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Second Lien Obligations, Junior Lien Obligations and any other First Second Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Second Lien Security Documents and this Indenture.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby (i) are deemed to have accepted the terms of, agreed to be bound by and authorized and directed each of the Trustee and the Collateral Agent, as applicable, to enter into and perform its respective obligations under, the DIP Security Documents and the Exit Security Documents, as applicable, and (ii) except to the extent provided by Article IX, authorize and instruct the Trustee and the Collateral Agent, as the case may be, without any further consent of any Holder or any other First Lien Secured Party, to enter into , amend, renew, extend, supplement, restate, replace, waive or otherwise modify any intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement or the Junior Intercreditor Agreement on behalf of, and binding with respect to, the Holders of the Notes and their interest in designated assets, in connection with the incurrence of any Additional First Lien Obligations and/or any additional Junior Lien Obligations, including to clarify the respective rights of all parties in and to designated assets; provided, however, that any amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification of the DIP Security Documents or Exit Security Documents shall be no less favorable, taken as a whole, to Holders in any material respect (including with respect to priority of Liens) than (i) prior to the Conversion Date, the DIP Security Documents, and (ii) following the Conversion Date, the Exit Security Documents. The Collateral Agent and the Trustee, subject to Article IX, will enter into, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any such intercreditor agreement, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement at the request of the Issuer, and any intercreditor agreement entered into by the Collateral Agent and/or the Trustee shall be binding on the First Lien Secured Parties and Parties, Holders and the First Lien Secured Parties hereby agree that they will take no actions contrary to the provisions of, if entered into and if applicable, any intercreditor agreement, provided that the Issuer will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the DIP Security Documents Indenture and the Exit Security Documents. Each Holder hereby agrees that the Collateral Agent may enter into any amendment, (1) to any First Lien Security Document solely as such First Lien Security Document relates to a particular series of First Lien Obligations so long as (x) such amendment is in accordance with the First Lien Documents pursuant to which such series of First Lien Obligations was incurred (including, in the case of the Notes, this Indenture) and (y) such amendment does not adversely affect the material rights of the Holders of any other series, (2) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property (but not including Excluded Assets) to become collateral for the benefit of the First Lien Secured Parties (including entering into and/or modifying any intercreditor agreement in connection with Indebtedness not prohibited under any First Lien Document that is or is contemplated to be subject to a Lien permitted by the First Lien Documents (subject to any restrictions set forth in the First Lien Documents as to the priority of any such Lien relative to any Lien securing, or required to be granted to secure, the First Lien Obligations)), (3) as required by local law or to comply with advice from local counsel to give effect to, or protect any security interest for the benefit of the First Lien Secured Parties, in any property or so that the security interests therein comply with applicable law or any First Lien Document or (4) to otherwise enhance the rights or benefits of the First Lien Secured Parties under the Security Documents; provided, that the Collateral Agent and the Trustee receives an Officer’s Certificate of the Issuer stating that such amendment is not expressly prohibited by the terms of each then extant First Lien Document. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the DIP Security Documents, the Exit Security Documents Third Lien Intercreditor Agreement and/or Junior Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Company Issuer shall have the right to determine whether Obligations with respect to any Additional First Lien Obligations or Junior Lien Obligations will, as between such Additional First Lien Obligations, Junior Lien Obligations and the Note Notes Obligations, rank pari passu or junior with respect to the Collateral, senior, pari passu or junior in right of payment, and as between or among such Additional First Lien Obligations, Junior Lien Obligations and any other First Lien Obligations, rank pari passu or junior with respect to the Collateral or right of payment, in each case to the extent permitted under the applicable First Lien Security Documents and this Indenture.