Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.
Acknowledgement of Liens. The Borrower hereby acknowledges and agrees that the Obligations owing to the Administrative Agent and the Lenders arising out of or in any manner relating to the Loan Documents shall continue to be secured by the Liens granted as security therefor in the Loan Documents, to the extent provided for in the Loan Documents heretofore executed and delivered by the Borrower; and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations, and liabilities which would be secured thereby prior to giving effect to this Agreement.
Acknowledgement of Liens. The Borrower (a) reaffirms the terms of and its obligations (and the security interests granted by it) under each Security Document to which it is a party, and agrees that each such Security Document will continue in full force and effect to secure the Secured Obligations as the same may be amended, supplemented or otherwise modified from time to time, and (b) acknowledges, represents, warrants and agrees that the liens and security interests granted by it pursuant to the Security Documents are valid, enforceable and subsisting and create a security interest to secure the Secured Obligations.
Acknowledgement of Liens. The Second Lien Agent acknowledges and agrees that the First Lien Agent, for the benefit of itself, the First Lien Co-Agent and the First Lien Lenders, has been and may be granted Liens upon all of the Collateral in which the Second Lien Agent has been granted Liens and the Second Lien Agent hereby consents thereto. Each of First Lien Agent and First Lien Co-Agent acknowledges and agrees that Second Lien Agent, for the benefit of itself and the Second Lien Lenders, has been or, subject to the terms of this Agreement, may be granted Liens upon all of the Collateral in which the First Lien Agent and First Lien Co-Agent has been granted Liens and each of the First Lien Agent and First Lien Co-Agent hereby consents thereto. The Second Lien Agent agrees that neither it nor any Second Lien Lender shall obtain a Lien on any asset or Collateral to secure all or any portion of the Second Lien Indebtedness unless concurrently therewith, the First Lien Agent (on behalf of itself, the First Lien Co-Agent and the First Lien Lenders) obtains a Lien on such asset or Collateral and the parties hereby agree that all such Liens are and will be subject to this Agreement. The subordination of Liens and claims by the Second Lien Agent in favor of the First Lien Agent, the First Lien Co-Agent and the First Lien Lenders shall not be deemed to subordinate the Second Lien Agent's Liens or claims to the Liens or claims of any other Person that is not a holder of First Lien Indebtedness.
Acknowledgement of Liens. The Grantors (other than Xxxxxxxx), the Administrative Agent and each Secured Party agrees and acknowledges that (i) the grants of Liens pursuant to this Agreement or any other Loan Document in the Canadian Pledge Collateral as security for the Term B-4 Obligations and the Non-Term B-4 Obligations constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge Collateral, the Term B-4 Obligations are fundamentally different from the Non-Term B-4 Obligations and must be separately classified in any plan of reorganization proposed or adopted in any proceeding under any Debtor Relief Law. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Term B-4 Lenders and the Non-Term B-4 Secured Parties in respect of the Canadian Pledge Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Term B-4 Lenders shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Canadian Pledge Collateral in respect of principal, prepetition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such proceeding under any Debtor Relief Law, before any distribution from, or in respect of, any Canadian Pledge Collateral is made in respect of the claims held by the Non-Term B-4 Secured Parties, with the Non-Term B-4 Secured Parties’ hereby acknowledging and agreeing to turn over to the Term B-4 Lenders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Non-Term B-4 Secured Parties. [SIGNATURE PAGES FOLLOW]
Acknowledgement of Liens. The Subordinated Agent, for and on behalf of itself and the Subordinated Xxxxxxx, acknowledges and agrees that the Senior Agent, for the benefit of itself and the other Secured Parties, has been granted Liens upon all of the Collateral in which the Subordinated Agent has been granted Xxxxx and the Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, hereby consents thereto. The Subordinated Agent, for and on behalf of itself and the Subordinated Lenders, agrees that neither it nor any Subordinated Lender shall obtain a Lien on any asset or Collateral to secure all or any portion of the Subordinated Obligations unless concurrently therewith, the Senior Agent obtains a Lien on such asset or Collateral and the parties hereby agree that all such Liens are and will be subject to this Subordination Agreement. The subordination of Xxxxx and claims by the Subordinated Agent and the Subordinated Lenders in favor of the Senior Agent and the Senior
Acknowledgement of Liens. The Borrowers and the Guarantors hereby acknowledge, confirm and agree that the Administrative Agent has a valid, enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability) and perfected first‑priority lien upon and security interest in the Collateral granted to the Administrative Agent pursuant to the Loan Documents (subject only to Permitted Liens), and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the Secured Obligations which would be secured thereby prior to giving effect to this Amendment.
Acknowledgement of Liens. The Borrower hereby acknowledges and agrees that the Obligations owing to the Administrative Agent and the Lenders arising out of or in any manner relating to the Loan Documents, as well as all Hedging Liability and Funds Transfer and Deposit Account Liability, shall continue to be secured by Liens on all assets and property of the Borrower, including, without limitation, all accounts, chattel paper, instruments, documents, general intangibles, investment property, deposit accounts, inventory, equipment, fixtures, real estate, and certain other assets and properties of the Borrower pursuant to the Loan Documents heretofore executed and delivered by the Borrower, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations, and liabilities which would be secured thereby prior to giving effect to this Agreement. The Borrower hereby acknowledges, confirms and agrees that the Administrative Agent and the Lenders have and shall continue to have a valid, enforceable and perfected first-priority lien upon and security interest in the Collateral granted to Administrative Agent and the Lenders pursuant to the Loan Documents.
Acknowledgement of Liens. The Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, acknowledges and agrees that the Senior Agent, for the benefit of itself and the Senior Lenders, has been granted Liens upon all of the Collateral in which the Noteholder Collateral Agent has been granted Liens and the Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, consents thereto. The Noteholder Collateral Agent, for and on behalf of itself and the Noteholders, agrees that neither it nor any Noteholder shall obtain a Lien on any Collateral to secure all or any portion of the Notes Obligations unless, concurrently therewith, the Senior Agent obtains a Lien on such Collateral and the parties hereby agree that all such Liens are and will be subject to this Agreement. The Senior Agent, for and on behalf of itself and the Senior Lenders, acknowledges and agrees that the Noteholder Collateral Agent has been granted Liens upon certain of the Collateral in which the Senior Agent has been granted Liens and the Senior Agent consents thereto. The subordination of Liens and claims in respect of Collateral by the Noteholder Collateral Agent and the Noteholders in favor of the Senior Agent and the Senior Lenders shall not be deemed to subordinate the Noteholder Collateral Agent’s or any Noteholder’s Liens or claims in respect of Collateral to the Liens or claims in respect of Collateral of any other Person that is not a holder of Senior Indebtedness.
Acknowledgement of Liens. Each Creditor hereby acknowledges that:
