Common use of Security Documents; Intercreditor Agreements Clause in Contracts

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 authorize and direct the Trustee and the Collateral Trustee, as the case may be, to execute and deliver the Collateral Trust Agreement, Intercreditor Agreements and 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 Documents or any Junior Lien Intercreditor Agreement or Parity Lien Intercreditor Agreement, Agreements 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 underunder pursuant to, the Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, Agreements 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 Neither the avoidance Trustee nor the Collateral Trustee shall have any obligation whatsoever to assure that the Collateral exists or is owned by the Company or any Subsidiary Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Trustee’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Company’s or Subsidiary Guarantors’ property constituting collateral intended to be subject to the Lien and security interest of doubtthe Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, privilegesauthorities, protections, immunities and benefits given powers granted or available to the Collateral Trustee pursuant to this Indenture, any Security Document or the Intercreditor Agreements other than pursuant to the instructions of the Holders of a majority in aggregate principal amount of the Notes, it being understood and agreed that in respect of the TrusteeCollateral, includingor any act, without limitationomission, their rights or event related thereto, neither the Trustee nor the Collateral Trustee shall have any duty or liability whatsoever to be indemnified, are extended to, and shall be enforceable by, the First Priority Collateral Agent in any Noteholder Secured Party as to any of its capacities under any Junior Lien Intercreditor Agreementthe foregoing.

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Collateral TrusteeAgent, 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, Agreements and any other Security Documents in which the Trustee or the Collateral TrusteeAgent, 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, Documents executed on or after the Issue DateDate (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 Notes 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 so, the Trustee and the Collateral Trustee 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 Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, Agreements or any other Security Documents, the Trustee and the Collateral Trustee 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). For The Holders shall, if so requested by the avoidance Trustee in relation to any eventual enforcement of doubtany Spanish Law Security Document, (i) grant a power of attorney in favor of the rightsTrustee entitling it to grant, privilegesperfect, protectionsregister, immunities novate, enforce and/or cancel the relevant Spanish Law Security Document and benefits given (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 Collateral Trustee and the Trustee, including, without limitation, their rights proper legalization process in order for such power of attorney to be indemnified, are extended to, and shall be enforceable by, the First Priority Collateral Agent valid in any of its capacities under any Junior Lien Intercreditor AgreementSpain).

Security Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and the Collateral TrusteeAgent, 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, Agreements (including joinder agreements thereto) and any other Security Documents in which the Trustee or the Collateral TrusteeAgent, 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, Documents executed on or after the Issue DateDate (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 Notes Guarantees or any other document related thereto, all the above with express faculties of self-contracting (autocontratación), sub-empowering (subdelegación), multiple representation (multirepresentación) and/or conflict of interest (conflicto de intereses). It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Trustee 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 Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, Agreements or any other Security Documents, the Trustee and the Collateral Trustee 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). For The Holders shall, if so requested by the avoidance Trustee in relation to any eventual enforcement of doubtany Spanish Law Security Document, (i) grant a power of attorney in favor of the rightsTrustee entitling it to grant, privilegesperfect, protectionsregister, immunities novate, enforce and/or cancel the relevant Spanish Law Security Document and benefits given (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 Collateral Trustee and the Trustee, including, without limitation, their rights proper legalization process in order for such power of attorney to be indemnified, are extended to, and shall be enforceable by, the First Priority Collateral Agent valid in any of its capacities under any Junior Lien Intercreditor AgreementSpain).