The Parties and each of them covenant and agree that they will execute such other and further instruments and documents, and take such other and further actions, as are or may become reasonably necessary or appropriate to effectuate and carry out the intention and purpose of the Agreement and the transactions described in the Agreement. In the event of the failure or refusal of any Party to execute such other or further instrument or document or take such other action as called for under this paragraph, the Agreement shall be deemed to stand in the place of such document and shall have the same effect as such document, deed, instrument or conveyance would have had if properly executed, acknowledged and delivered. Notwithstanding the foregoing, the Trustee shall not be required or obligated to take any action in violation or derogation of the Indentures or not otherwise authorized under the Indentures.