Common use of Acknowledgement of Liens Clause in Contracts

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 Grantors (other than Xxxxxxxx)Each Pledgor, the Administrative Agent Collateral Agent, each Revolving Secured Party, and each Non-Revolving 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 Credit Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge CollateralCollateral or all other collateral, the Term B-4 Revolving Obligations are fundamentally different from the Non-Term B-4 Revolving 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 Revolving Secured Parties and the Non-Term B-4 Revolving 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 Revolving Secured Parties 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 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 Revolving Secured Parties), with the Non-Term B-4 Revolving Secured Parties’ Parties hereby acknowledging and agreeing to turn over to the Term B-4 Lenders Revolving Secured Parties 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 Revolving Secured Parties. [SIGNATURE PAGES FOLLOW]* * * *

Acknowledgement of Liens. The Grantors (Borrower and all other than Xxxxxxxx)Grantors, the Administrative each Collateral Agent and each Pari Debt 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 Secured Credit Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge CollateralCollateral or all other collateral, the Term B-4 Obligations are Revolving Credit Agreement Debt is fundamentally different from the Non-Term B-4 Loan Credit Agreement Debt and the Pari Debt Obligations (if any) and must be separately classified in any plan Plan of reorganization proposed Reorganization proposed, confirmed, or adopted in any proceeding under any Debtor Relief Bankruptcy 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 Revolving Secured Parties with respect to Priority Payment Obligations and the any Non-Term B-4 Revolving Secured Parties in respect of the Canadian Pledge Collateral constitute consti- tute only one class of secured claim claims (rather than separate classes of senior and junior secured claimsclaims in the manner provided herein), then the Term B-4 Lenders Revolving Secured Parties 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 pre-petition interest, and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other chargescharges with respect to the Priority Payment Obligations, irrespective of whether a claim for such amounts is allowed or allowable in such proceeding under any Debtor Relief Bankruptcy 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 Revolving Secured Parties, with the Non-Term B-4 Revolving Secured Parties’ Parties hereby acknowledging and agreeing to turn over to the Term B-4 Lenders Revolving Secured Parties 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 Revolving Secured Parties. [SIGNATURE PAGES FOLLOW].

Acknowledgement of Liens. The Grantors (other than Xxxxxxxx)Each Grantor, the Administrative Agent Collateral Agent, each Revolving Secured Party, and each Non-Revolving 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 Credit Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge CollateralCollateral or all other collateral, the Term B-4 Revolving Obligations are fundamentally different from the Non-Term B-4 Revolving 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 Revolving Secured Parties and the Non-Term B-4 Revolving 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 Revolving Secured Parties 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 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 Revolving Secured Parties), with the Non-Term B-4 Revolving Secured Parties’ Parties hereby acknowledging and agreeing to turn over to the Term B-4 Lenders Revolving Secured Parties 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 Revolving Secured Parties. [SIGNATURE PAGES FOLLOW].

Acknowledgement of Liens. The Grantors (Borrower and all other than Xxxxxxxx)Grantors, the Administrative Agent Collateral Agents 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 Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge CollateralShared Collateral or all other collateral, the Term B-4 Payment Priority Obligations are fundamentally different from the Non-Term B-4 all other First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in any proceeding under any Debtor Relief Bankruptcy 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 holders of Payment Priority Obligations and the Non-Term B-4 any or all other Secured Parties in respect of the Canadian Pledge Shared Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Term B-4 Lenders Secured Parties (other than the Secured Parties holding Payment Priority Obligations) (the “Non-Payment Priority Secured Parties”) hereby acknowledge and agree that all distributions in respect of the Shared Collateral shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral, with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Non-Payment Priority Secured Parties), the holders of the Payment Priority Obligations shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Canadian Pledge Shared Collateral in respect of principal, prepetition interest pre-petition interest, and other claims, all amounts owing in respect of principal, post-petition interest at the contract rate (on a compound basis to the extent required under the Credit Agreement and including default rate 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 Bankruptcy Law, before any distribution from, or in respect of, any Canadian Pledge Shared Collateral is made in respect of the claims held by the Non-Term B-4 Payment Priority Secured Parties, with the . The Non-Term B-4 Payment Priority Secured Parties’ Parties hereby acknowledging acknowledge and agreeing agree to turn over to the Term B-4 Lenders holders of Payment Priority Obligations amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this sentenceSection, even if such turnover has the effect of reducing the claim or recovery of the Non-Term B-4 Payment Priority Secured Parties. [SIGNATURE PAGES FOLLOW].

Acknowledgement of Liens. The Grantors (Borrower and all other than Xxxxxxxx)Grantors, the Administrative each Collateral Agent and each Pari Debt 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 Secured Credit Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Canadian Pledge CollateralCollateral or all other collateral, the Term B-4 Obligations are Revolving Credit Agreement Debt is fundamentally different from the Non-Term B-4 Loan Credit Agreement Debt and the Pari Debt Obligations (if any) and must be separately classified in any plan Plan of reorganization proposed Reorganization proposed, confirmed, or adopted in any proceeding under any Debtor Relief Bankruptcy 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 Revolving Secured Parties with respect to Priority Payment Obligations and the any Non-Term B-4 Revolving Secured Parties in respect of the Canadian Pledge Collateral constitute only one class of secured claim claims (rather than separate classes of senior and junior secured claimsclaims in the manner provided herein), then the Term B-4 Lenders Revolving Secured Parties 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 pre-petition interest, and other claims, all amounts owing in respect of post-petition interest, fees, costs, expenses, premiums, and other chargescharges with respect to the Priority Payment Obligations, irrespective of whether a claim for such amounts is allowed or allowable in such proceeding under any Debtor Relief Bankruptcy 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 Revolving Secured Parties, with the Non-Term B-4 Revolving Secured Parties’ Parties hereby acknowledging and agreeing to turn over to the Term B-4 Lenders Revolving Secured Parties 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 Revolving Secured Parties. [SIGNATURE PAGES FOLLOW].