Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Collateral Agent, as the case may be, to execute and deliver each Intercreditor Agreement and any other Security Documents in which the Trustee or the Collateral Agent, as applicable, is named as a party, including any Security Documents executed after the Issue Date, and in the case of the Trustee, to authorize the Collateral Agent to take any action permitted under this Indenture, the Notes or the Security Documents (without any further consent of the Holders of the Notes). It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the 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, each Intercreditor Agreement or any other Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, 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).
Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Notes Collateral Agent (and/or any Common Collateral Agent), as the case may be, to execute and deliver the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement and any other Security Documents in which the Trustee or the Notes Collateral Agent or the Common Collateral Agent, as applicable, is named as a party, including any Security Documents executed on or after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Notes Collateral Agent and/or the Common Collateral Agent, as the case may be, 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 First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, any Acceptable Intercreditor Agreement or any other Security Documents, the Trustee and the Notes Collateral Agent or the Common Collateral Agent, as the case may be, 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).
Security 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 the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any other Security Documents in which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including the Security Agreement and any Security Documents executed on or after the Issue Date. 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, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, or any other Security Documents, the Trustee and the Notes 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).
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 A...
Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Collateral Trustee, as the case may be, to execute and deliver the Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any other Security Documents in which the Trustee or the Collateral Trustee, as applicable, is named as a party, including the Security Agreement and any Security Documents, including any Junior Lien Intercreditor Agreement or Parity Lien Intercreditor Agreement, executed on or after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Trustee 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 Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, or any other Security Documents, the Trustee and the Collateral Trustee 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). For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Collateral Trustee and the Trustee, including, without limitation, their rights to be indemnified, are extended to, and shall be enforceable by, the First Priority Collateral Agent in any of its capacities under any Junior Lien Intercreditor Agreement.
Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby agree to be bound by, and authorize and direct the Trustee and the Notes Collateral Agent, as the case may be, to execute and deliver, the Intercreditor Agreements and any Security Documents in which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including the Security Agreement and any Security Document executed on or after the Issue Date.
Security Documents; Intercreditor Agreements. By its acceptance of the Notes, each Holder is deemed to have consented to the terms of the Security Documents and to have authorized and directed the Trustee and Notes Collateral Agent, as the case may be, to execute, deliver and perform each of the Security Documents to which the Trustee or Notes Collateral Agent, as applicable, is a party, including any Security Documents executed after the Issue Date, binding the Holders to the terms thereof. 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 Security Documents, the Trustee and the Notes Collateral Agent each shall have all of the rights, 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).
Security Documents; Intercreditor Agreements. As of the Closing Date, each of the Security Documents and the Intercreditor Agreements will have been duly authorized, executed and delivered by the Issuer, the Co-Issuer and the Guarantors party thereto, and will constitute a legal, valid and binding obligations of the Issuer, the Co-Issuer and such Guarantors, enforceable against the Issuer, the Co-Issuer and such Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Security Documents, when executed and delivered in connection with the issuance of the New Money Securities, will create in favor of the Collateral Trustee for the benefit of itself, the Trustee and the holders of the New Money Securities, legal, valid and enforceable security interests in the Collateral and, upon the making of such filings and taking of such other actions required to be taken by the applicable Security Documents (including the filings of appropriate financing statements with the office of the Secretary of State of the state of organization of each of the Issuer, the Co-Issuer and the Guarantors, the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the taking of the other actions, in each case as further described in the Security Documents), the liens on such Collateral in favor of the Collateral Trustee for the benefit of itself, the Trustee and the holders of the New Money Securities will constitute perfected and continuing first-priority liens and prior to (except as otherwise provided for in the New Money Securities Indenture and the relevant Security Documents) the liens of all third Persons other than Permitted Liens.
Security Documents; Intercreditor Agreements. By their acceptance of the Secured Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agent, as the case may be, to execute and deliver the applicable Intercreditor Agreements and any other Security Documents in which the Trustee or the Notes Collateral Agent, as applicable, is named as a party, including any Security Documents executed after the Effective Date. 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, the Intercreditor Agreements or any other Security Documents, the Trustee and the Notes Collateral Agent each shall have all of the rights, 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).
Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Collateral Agent, as the case may be, to execute and deliver Intercreditor Agreements (including joinder agreements thereto) and any other Security Documents in which the Trustee or the Collateral Agent, as applicable, is named as a party, includ- ing any Security Documents executed after the Issue Date (expressly including appearing before Spanish notaries to -101-
