Common use of Acknowledgment of Liens Clause in Contracts

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent hereby acknowledges that (i) the Interim Notes Collateral Agent, acting for and on behalf of the Interim Notes Trustee and the Interim Notes Noteholders, has been granted Liens upon the Interim Notes Collateral pursuant to the Interim Notes Collateral Documents to secure the Interim Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, shall be granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (b) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing Notes Collateral Agent, acting for and on behalf of the Existing Notes Trustee and the Existing Notes Noteholders, has been granted Liens upon the Existing Notes Collateral pursuant to the Existing Notes Collateral Documents to secure the Existing Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, has been granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap).

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent hereby acknowledges that (i) the Interim Notes Collateral Agent, acting for and on behalf of the Interim Notes Trustee and the Interim Notes Noteholders, has been granted Liens upon the Interim Notes Collateral pursuant to the Interim Notes Collateral Documents to secure the Interim Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, shall be granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (b) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing Notes Collateral Agent, acting for and on behalf of the Existing Notes Trustee and the Existing Notes Noteholders, has been granted Liens upon the Existing Notes Collateral pursuant to the Existing Notes Collateral Documents to secure the Existing Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, has been granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap).

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent Revolving Loan Agent, on behalf of itself and each other Revolving Loan Secured Party, hereby acknowledges that (i) the Interim Notes Collateral First Lien Term Loan Agent, acting for and on behalf of the Interim Notes Trustee itself and the Interim Notes Noteholdersother First Lien Term Loan Secured Parties, has been granted Liens upon all of the Interim Notes Collateral pursuant to the Interim Notes Collateral First Lien Term Loan Documents to secure the Interim Notes Obligations, (ii) to First Lien Term Loan Obligations and the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Incremental Term Loan Agent, acting for and on behalf of Working Capital Facility Lendersitself and the other Incremental Term Loan Secured Parties, shall be has been granted Liens upon all of the Working Capital Facility Collateral pursuant to the Working Capital Facility Incremental Term Loan Documents to secure the Working Capital Facility Obligations Incremental Term Loan Obligations. (subject to b) The First Lien Term Loan Agent, on behalf of itself and each other First Lien Term Loan Secured Party, hereby acknowledges that the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Revolving Loan Agent, acting for and on behalf of itself and the Pari Passu LendersRevolving Loan Secured Parties, has been granted Liens upon all of the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Revolving Loan Documents to secure the Pari Passu Revolving Loan Obligations (subject to and the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (b) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing Notes Collateral Incremental Term Loan Agent, acting for and on behalf of the Existing Notes Trustee itself and the Existing Notes Noteholdersother Incremental Term Loan Secured Parties, has been granted Liens upon all of the Existing Notes Collateral pursuant to the Existing Notes Collateral Incremental Term Loan Documents to secure the Existing Notes Incremental Term Loan Obligations. (c) The Incremental Term Loan Agent, (ii) to on behalf of itself and each other Incremental Term Loan Secured Party, hereby acknowledges that the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Revolving Loan Agent, acting for and on behalf of Working Capital Facility Lendersitself and the Revolving Loan Secured Parties, has been granted Liens upon all of the Working Capital Facility Collateral pursuant to the Working Capital Facility Revolving Loan Documents to secure the Working Capital Facility Revolving Loan Obligations (subject to and the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral First Lien Term Loan Agent, acting for and on behalf of itself and the Pari Passu Lendersother First Lien Term Loan Secured Parties, has been granted Liens upon all of the Pari Passu Collateral pursuant to the Pari Passu Indebtedness First Lien Term Loan Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap)First Lien Term Loan Obligations.

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent Trustee hereby acknowledges that (i) the Interim granting of the Bridge Credit Notes Liens on the Bridge Credit Collateral to the Bridge Credit Collateral Agent, acting for the benefit of the Trustee and the Holders pursuant to the Bridge Credit Collateral Agreement, to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms of the Notes and the Indenture on an equal and ratable basis with the Bridge Credit Secured Indebtedness and, in connection herewith, the Trustee hereby acknowledges on behalf of the Interim Holders the execution and delivery of the Bridge Credit Collateral Agreement pursuant to which such Bridge Credit Notes Liens on the Bridge Credit Collateral shall be granted to the Bridge Credit Collateral Agent, for the benefit of the Holders of the Notes, the Trustee and the Interim Notes Noteholdersother Bridge Credit Secured Parties, has been granted Liens upon on the Interim Notes Collateral pursuant to the Interim Notes Collateral Documents to secure the Interim Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for terms and on behalf of Working Capital Facility Lenders, shall be granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) limitations set forth therein, including provisions related to the extent any Pari Passu Indebtedness is outstanding, release of Bridge Credit Collateral and the Pari Passu exercise of remedies. The Trustee hereby acknowledges and agrees to the irrevocable appointment of MSSF to act as “Collateral Agent” under the Bridge Credit Collateral Agreement and related Loan Documents (as defined in the Bridge Credit Agreement), acting and the Trustee hereby acknowledges and agrees to the appointment and authorization of MSSF to act as the agent of it and the Holders for purposes of acquiring, holding and enforcing any and all Liens (as defined in the Bridge Credit Agreement) on behalf Collateral (as defined in the Bridge Credit Collateral Agreement) granted by any of the Pari Passu LendersGuarantors to secure any of the Secured Obligations (as defined in the Bridge Credit Collateral Agreement), has been granted Liens upon together with such powers and discretion as are reasonably incidental thereto. Amounts received by the Pari Passu Collateral Trustee pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations clause (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (bii)(B) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing Notes Collateral Agent, acting for and on behalf of Section 9 of the Existing Notes Bridge Credit Collateral Agreement shall be applied by the Trustee and the Existing Notes Noteholders, has been granted Liens upon the Existing Notes Collateral pursuant to the Existing Notes Collateral Documents to secure the Existing Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, has been granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf Section 6.10 of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap)Indenture.

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent ABL Agent, on behalf of itself and each other ABL Secured Party, hereby acknowledges that (i) the Interim Notes Collateral Term Loan Agent, acting for and on behalf of the Interim Notes Trustee itself and the Interim Notes Noteholdersother Term Loan Secured Parties, has been granted Liens upon all of the Interim Notes Collateral pursuant to the Interim Notes Collateral Term Loan Documents to secure the Interim Notes ObligationsTerm Loan Debt and the Excess Term Loan Debt, (ii) provided, that, prior to the extent any Working Capital Facility Indebtedness is outstandingDischarge of ABL Debt, ABL Agent, on behalf of itself and each other ABL Secured Party, hereby acknowledges, and the Term Loan Agent, on behalf of itself and each other Term Loan Secured Party, hereby agrees that, as of the date hereof, the Working Capital Facility Term Loan Agent does not have a Lien on any of the ASC Operating Assets or ASC Operating Property and the ASC Operating Assets and ASC Operating Property do not and will not secure Term Loan Debt or Excess Term Loan Debt or constitute Term Loan Priority Collateral (except as otherwise expressly provided for in the Term Loan Agreement as in effect on the date hereof or as amended in accordance with this Agreement). (b) Term Loan Agent, on behalf of itself and each other Term Loan Secured Party, hereby acknowledges that ABL Agent, acting for and on behalf of Working Capital Facility Lenders, shall be granted Liens upon itself and the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu LendersABL Secured Parties, has been granted Liens upon all of the Pari Passu Collateral pursuant to the Pari Passu Indebtedness ABL Documents to secure the Pari Passu Obligations (subject ABL Debt and the Excess ABL Debt; provided, that, prior to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (b) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing Notes Collateral Discharge of Term Loan Debt, Term Loan Agent, acting for and on behalf of the Existing Notes Trustee itself and each other Term Loan Secured Party, hereby acknowledges, and the Existing Notes Noteholders, has been granted Liens upon the Existing Notes Collateral pursuant to the Existing Notes Collateral Documents to secure the Existing Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral ABL Agent, acting for and on behalf of Working Capital Facility Lendersitself and each other ABL Secured Party, has been granted Liens upon hereby agrees, that, as of the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstandingdate hereof, the Pari Passu ABL Agent does not have a Lien on the SVU Operating Property or New Albertson’s Principal Property and the SVU Operating Property and New Albertson’s Principal Property do not and will not secure ABL Debt or Excess ABL Debt or constitute ABL Priority Collateral Agent, acting (except as otherwise expressly provided for and in the ABL Agreement as in effect on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Capdate hereof or as amended in accordance with this Agreement).

Acknowledgment of Liens. (a) The Existing Notes Collateral Agent a. First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that (i) Second Lien Agent, acting for and on behalf of the Interim Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt and (ii) New Convertible Notes Collateral Agent, acting for and on behalf of the Interim New Convertible Notes Trustee and the Interim Notes NoteholdersSecured Parties, has been may be granted Liens upon all of the Interim Notes Collateral pursuant to the Interim New Convertible Notes Collateral Documents to secure the Interim New Convertible Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Debt. b. Second Lien Agent, acting for and on behalf of Working Capital Facility Lendersitself and each Second Lien Secured Party, shall be granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations hereby acknowledges that (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capi) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral First Lien Agent, acting for and on behalf of the Pari Passu LendersFirst Lien Secured Parties, has been granted Liens upon all of the Pari Passu Collateral pursuant to the Pari Passu Indebtedness First Lien Documents to secure the Pari Passu Obligations First Lien Debt and (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (bii) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing New Convertible Notes Collateral Agent, acting for and on behalf of the Existing New Convertible Notes Trustee and the Existing Notes NoteholdersSecured Parties, has been may be granted Liens upon all of the Existing Notes Collateral pursuant to the Existing New Convertible Notes Collateral Documents to secure the Existing New Convertible Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Debt. c. New Convertible Notes Collateral Agent, acting for and on behalf of Working Capital Facility Lendersitself and each New Convertible Notes Secured Party, has been granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations hereby acknowledges that (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Capi) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral First Lien Agent, acting for and on behalf of the Pari Passu LendersFirst Lien Secured Parties, has been granted Liens upon all of the Pari Passu Collateral pursuant to the Pari Passu Indebtedness First Lien Documents to secure the Pari Passu Obligations First Lien Debt and (subject ii) Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the principal amount thereof not exceeding Second Lien Documents to secure the Pari Passu Indebtedness Cap)Second Lien Debt.

Acknowledgment of Liens. The Trustee hereby acknowledges: (a) The Existing the granting of the Term Loan Notes Liens on the Term Loan Collateral to the Term Loan Collateral Agent, for the benefit of the Trustee and the Holders pursuant to the Term Loan Collateral Agreement, to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms of the Notes and the Indenture on an equal and ratable basis with the Term Loan Secured Indebtedness and, in connection herewith, the Trustee hereby acknowledges on behalf of the Holders the execution and delivery of the Term Loan Collateral Agreement pursuant to which such Term Loan Notes Liens on the Term Loan Collateral shall be granted to the Term Loan Collateral Agent, for the benefit of the Holders of the Notes, the Trustee and the other Secured Parties, on the terms and subject to the limitations set forth therein, including provisions related to the release of Term Loan Collateral and the exercise of remedies; and (b) the granting of the First Lien Notes Liens on the New Notes Collateral Agent hereby acknowledges that (i) to the Interim New Notes Collateral Agent, acting for the benefit of the Trustee and the Holders pursuant to the New Notes Security Agreement, to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms of the Notes and the Indenture on an equal and ratable basis with the New Notes Obligations and, in connection herewith, the Trustee hereby acknowledges on behalf of the Interim Holders the execution and delivery of the New Notes Trustee and Security Agreement pursuant to which such First Lien Notes Liens on the Interim Notes Noteholders, has been granted Liens upon the Interim New Notes Collateral pursuant to the Interim Notes Collateral Documents to secure the Interim Notes Obligations, (ii) to the extent any Working Capital Facility Indebtedness is outstanding, the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, shall be granted Liens upon the Working Capital Facility Collateral pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap). (b) The Interim Notes Collateral Agent hereby acknowledges that (i) the Existing New Notes Collateral Agent, acting for and on behalf the benefit of the Existing Notes Holders of the Notes, the Trustee and the Existing Notes Noteholdersother Secured Parties, has been granted Liens upon on the Existing terms and subject to the limitations set forth therein, including provisions related to the release of New Notes Collateral and the exercise of remedies. Amounts received by the Trustee pursuant to the Existing Notes Collateral Documents to secure the Existing Notes Obligations, clause (ii) to of Section 9 of the extent any Working Capital Facility Indebtedness is outstandingTerm Loan Collateral Agreement or clause (ii) of Section 9 of the New Notes Security Agreement, as applicable, shall be applied by the Working Capital Facility Collateral Agent, acting for and on behalf of Working Capital Facility Lenders, has been granted Liens upon the Working Capital Facility Collateral Trustee pursuant to the Working Capital Facility Documents to secure the Working Capital Facility Obligations (subject to the principal amount thereof not exceeding the Working Capital Facility Debt Cap) and (iii) to the extent any Pari Passu Indebtedness is outstanding, the Pari Passu Collateral Agent, acting for and on behalf Section 6.10 of the Pari Passu Lenders, has been granted Liens upon the Pari Passu Collateral pursuant to the Pari Passu Indebtedness Documents to secure the Pari Passu Obligations (subject to the principal amount thereof not exceeding the Pari Passu Indebtedness Cap)Indenture.