Common use of Collateral Documents; Intercreditor Agreements Clause in Contracts

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to which the Trustee or the Notes Collateral Agent, as applicable, is to be a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this Indenture. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes 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, any Intercreditor Agreement or any other Collateral Document, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral AgentAgents, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu First Lien Intercreditor Agreement (and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement other applicable intercreditor agreements referred to herein from time to time) and any other Collateral Documents in which the Trustee or the Notes Collateral AgentAgents, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent Agents are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the First Lien Intercreditor Agreements (or any Intercreditor Agreement other applicable intercreditor agreements referred to herein from time to time) or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent Agents each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). Each of the Holders by acceptance of the Notes agrees that upon the Notes Collateral Agents’ entry into the First Lien Intercreditor Agreement, the Holders shall be subject to and bound by the provisions of the First Lien Intercreditor Agreement in their capacity as holders of Senior Class Debt and Additional First Lien Secured Parties (as each such term is defined in the First Lien Intercreditor Agreement).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date Date, and in the case of the Trustee, to authorize the Collateral Agent to take any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document action permitted by this Indentureunder the Note Documents. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, any each Intercreditor Agreement or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes the Collateral Agent, as the case may be, to execute and deliver each of the Collateral DocumentsFirst Lien Intercreditor Agreement, the Pari Passu any Junior Lien Intercreditor Agreement in respect of permitted Junior Lien Obligations and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities indemnities, privileges and other protections granted to them it under this Indenture and the Collateral Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL North America Intercreditor Agreement or any Permitted Junior ABL EMEA Intercreditor Agreement or Permitted First Lien Second Lien Intercreditor Agreement to which the Trustee or the Notes Collateral Agent, as applicable, is to be a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this Indenture. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes 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, any Intercreditor Agreement or any other Collateral Document, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu First Lien Intercreditor Agreement (and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement other applicable intercreditor agreements referred to herein from time to time) and any other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, any the First Lien Intercreditor Agreement (or any other applicable intercreditor agreements referred to herein from time to time) or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). Each of the Holders by acceptance of the Notes agrees that upon the Collateral Agents’ entry into the First Lien Intercreditor Agreement, the Holders shall be subject to and bound by the provisions of the First Lien Intercreditor Agreement in their capacity as holders of First Lien Obligations and as First Lien Secured Parties (as each such term is defined in the First Lien Intercreditor Agreement).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes the Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Joinder, any Junior Lien Intercreditor Agreement or in respect of permitted Junior Lien Obligations and any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities indemnities, privileges and other protections granted to them it under this Indenture and the Collateral Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date Date, and in the case of the Trustee, to authorize the Collateral Agent to take any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document action permitted by this Indentureunder the Notes Documents. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, any each Intercreditor Agreement or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Documents and each Intercreditor Agreement (including joinder agreements thereto) and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or and/or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this Indenture (expressly including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received (including, but not limited to, amendments or ratifications of this Indenture, the Note Guarantees or any other document related thereto, all the above with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple representation (multirepresentación))). It is hereby expressly acknowledged and agreed that, in doing soso doing, the Trustee and the Notes 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, any under the Intercreditor Agreement Agreements or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). The Holders shall, if so requested by the Trustee in relation to any eventual enforcement of any Spanish Collateral Document, (i) grant a power of attorney in favor of the Trustee entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Collateral Document and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Documents and each Intercreditor Agreement (including joinder agreements thereto) and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or and/or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this Indenture (expressly including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received (including, but not limited to, amendments or ratifications of this Indenture, the Note Guarantees or any other document related thereto, all the above with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple representation (multirepresentación))). It is hereby expressly acknowledged and agreed that, in doing soso doing, the Trustee and the Notes 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, any under the Intercreditor Agreement Agreements or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). #96405991v19 The Holders shall, if so requested by the Trustee in relation to any eventual enforcement of any Spanish Collateral Document, (i) grant a power of attorney in favor of the Trustee entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish Collateral Document and (ii) notarize and apostille such power of attorney before a notary public in their jurisdiction of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization process in order for such power of attorney to be valid in Spain).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Notes Collateral Agent, as the case may be, to execute and deliver each of the Collateral Documents, the Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities indemnities, privileges and other protections granted to them it under this Indenture and the Collateral Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements).

Collateral Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders each Holder of Notes hereby authorize and direct the Trustee and the Notes Collateral Agent, as the case may be, to execute and deliver each of a joinder to the Collateral DocumentsFirst Lien Intercreditor Agreement, the Pari Passu Junior Lien Intercreditor Agreement Agreement, if any, and the ABL Intercreditor Agreement or any Permitted Junior Intercreditor Agreement to other Collateral Documents in which the Trustee or the Notes Collateral Agent, as applicable, is to be named as a party, including any Intercreditor Agreement or Collateral Documents executed on or after the Issue Date and any amendments, joinders or supplements to any Intercreditor Agreement or Collateral Document permitted by this IndentureDate. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes 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, any the First Lien Intercreditor Agreement Agreement, the Junior Lien Intercreditor Agreement, if any, or any other Collateral DocumentDocuments, the Trustee and the Notes Collateral Agent each shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to them it under this the Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).