Common use of Acknowledgment of Priorities of Security Interests and Liens Clause in Contracts

Acknowledgment of Priorities of Security Interests and Liens. (a) Each of the Secured Creditors acknowledges and agrees (w) to the relative priorities as to the Collateral (and the application of the proceeds therefrom) as provided in the Security Documents (including Section 7.5 of the Security Agreement) and acknowledges and agrees that such priorities (and the application of proceeds from the Collateral) shall not be affected or impaired in any manner whatsoever including, without limitation, on account of (i) the invalidity, irregularity, diminution in value or unenforceability of all or any part of any Secured Debt Agreement or any of the Obligations thereunder, (ii) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any security interests in the Collateral, (iii) any nonperfection of any Lien purportedly securing any of the Obligations (including, without limitation, whether any such Lien is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is set aside, invalidated or lapses), (iv) any amendment, change or modification of any Secured Debt Agreement, (v) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, any Assignor, its property, or its estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceeding or otherwise involving or affecting any Assignor, (vi) any distribution of the Collateral upon the liquidation or dissolution of any Assignor, or the winding up of the assets or business of any Assignor, (vii) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to any Assignor or (viii) the taking of possession of any of the Collateral by the Collateral Agent or any of the Secured Creditors, (y) that the grants of security under the Security Documents constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the Bank Creditors and the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors and (z) that Senior Second Lien Notes Creditors’ claims against the Assignors in respect of the Collateral constitute second priority claims separate and apart (and of a different class and claim) from the Bank Creditors’ claims against the Assignors in respect of the Collateral. (b) Each Secured Creditor, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Creditors that, to the extent any additional or substitute collateral for any of the Obligations of the type covered by the Security Documents delivered by an Assignor to or for the benefit of any Secured Creditor, such collateral shall be subject to the provisions of this Annex D and of the Security Documents. (c) Each of the Secured Creditors hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Creditors as provided in the respective Security Document, or the relative priority of any such Lien. (d) If any Secured Creditor shall acquire by indemnification, subrogation, contract or otherwise (including pursuant to the Security Documents), any lien, estate, right or other interest in, or possession or control of, any of the assets of any Assignor that would otherwise constitute Collateral to secure (or providing security for) the respective Obligations owed to such Secured Creditor, that lien, estate, right or other interest shall, and any such possession or control shall, be held for the benefit of the Secured Creditors under the applicable Security Documents and shall be subject to the relative priorities set forth in the respective Security Documents.

Acknowledgment of Priorities of Security Interests and Liens. (a) Each of the Secured Creditors acknowledges and agrees (w) to the relative priorities as to the Intermediate Holdco Collateral (and the application of the proceeds therefrom) as provided in the Security Documents U.S. Pledge Agreement (including Section 7.5 of the Security Agreement9 thereof) and acknowledges and agrees that such priorities (and the application of proceeds from the Intermediate Holdco Collateral) shall not be affected or impaired in any manner whatsoever including, without limitation, on account of (i) the invalidity, irregularity, diminution in value or unenforceability of all or any part of any Secured Debt Agreement or any of the Obligations thereunder, (ii) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any security interests in the Intermediate Holdco Collateral, (iii) any nonperfection of any Lien on the Intermediate Holdco Collateral purportedly securing any of the Obligations (including, without limitation, whether any such Lien is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is set aside, invalidated or lapses), (iv) any amendment, change or modification of any Secured Debt Agreement, (v) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, any AssignorPledgor, its property, or its estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceeding or otherwise involving or affecting any AssignorPledgor, (vi) any distribution of the Intermediate Holdco Collateral upon the liquidation or dissolution of any Assignorthe applicable Pledgor, or the winding up of the assets or business of any Assignorthe applicable Pledgor, (vii) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to any Assignor the applicable Pledgor or (viii) the taking of possession of any of the Intermediate Holdco Collateral by the Collateral Agent Pledgee or any of the Secured Creditors, (y) that the grants of security under the Security Documents U.S. Agreement constitute two separate and distinct grants of security, one a grant of security in the Collateral in favor of the Collateral Agent Pledgee for the benefit of the Bank TL Creditors and the second a grant of security in the Intermediate Holdco Collateral in favor of the Collateral Agent Pledgee for the benefit of the Senior Second Lien Notes Intermediate Holdco Creditors and (z) that Senior Second Lien Notes the Intermediate Holdco Creditors’ claims against the Assignors Pledgors in respect of the Intermediate Holdco Collateral constitute second priority claims separate and apart (and of a different class and claim) from the Bank Secured Creditors’ claims against the Assignors Pledgors in respect of the Collateral. (b) Each Secured Creditor, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Creditors that, to the extent any additional or substitute collateral for any of the Obligations of the type covered by the Security Documents U.S. Pledge Agreement delivered by an Assignor a Pledgor to or for the benefit of any Secured Creditor, such collateral shall be subject to the provisions of this Annex D I and of the Security DocumentsU.S. Pledge Agreement. (c) Each of the Secured Creditors hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) with respect to the Intermediate Holdco Collateral or the validity of any Lien on the Intermediate Holdco Collateral or financing statement with respect to the Intermediate Holdco Collateral in favor of the Collateral Agent Pledgee for the benefit of the Secured Intermediate Holdco Creditors as provided in the respective Security Document, or the relative priority of any such LienLien on the Intermediate Holdco Collateral. (d) If any Secured Creditor shall acquire by indemnification, subrogation, contract or otherwise (including pursuant to the Security DocumentsU.S. Pledge Agreement), any lien, estate, right or other interest in, or possession or control of, any of the assets of any Assignor Pledgor that would otherwise constitute Collateral to secure (or providing security for) the respective Obligations owed to such Secured Creditor, that lien, estate, right or other interest shall, and any such possession or control shall, be held for the benefit of the Secured Creditors under the applicable Security Documents U.S. Pledge Agreement and shall be subject to the relative priorities set forth in the respective Security DocumentsU.S. Pledge Agreement.

Acknowledgment of Priorities of Security Interests and Liens. (a) Each of the Secured Creditors acknowledges and agrees (w) to the relative priorities as to the Intermediate Holdco Collateral (and the application of the proceeds therefrom) as provided in the Security Documents Pledge Agreement (including Section 7.5 of the Security Agreement9 thereof) and acknowledges and agrees that such priorities (and the application of proceeds from the Intermediate Holdco Collateral) shall not be affected or impaired in any manner whatsoever including, without limitation, on account of (i) the invalidity, irregularity, diminution in value or unenforceability of all or any part of any Secured Debt Agreement or any of the Obligations thereunder, (ii) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any security interests in the Intermediate Holdco Collateral, (iii) any nonperfection of any Lien on the Intermediate Holdco Collateral purportedly securing any of the Obligations (including, without limitation, whether any such Lien is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is set aside, invalidated or lapses), (iv) any amendment, change or modification of any Secured Debt Agreement, (v) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, any AssignorPledgor, its property, or its estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceeding or otherwise involving or affecting any AssignorPledgor, (vi) any distribution of the Intermediate Holdco Collateral upon the liquidation or dissolution of any Assignorthe applicable Pledgor, or the winding up of the assets or business of any Assignorthe applicable Pledgor, (vii) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to any Assignor the applicable Pledgor or (viii) the taking of possession of any of the Intermediate Holdco Collateral by the Collateral Agent Pledgee or any of the Secured Creditors, (y) that the grants of security under the Security Documents U.S. Agreement constitute two separate and distinct grants of security, one a grant of security in the Collateral in favor of the Collateral Agent Pledgee for the benefit of the Bank TL Creditors and the second a grant of security in the Intermediate Holdco Collateral in favor of the Collateral Agent Pledgee for the benefit of the Senior Second Lien Notes Intermediate Holdco Creditors and (z) that Senior Second Lien Notes the Intermediate Holdco Creditors’ claims against the Assignors Pledgors in respect of the Intermediate Holdco Collateral constitute second priority claims separate and apart (and of a different class and claim) from the Bank Secured Creditors’ claims against the Assignors Pledgors in respect of the Collateral. (b) Each Secured Creditor, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Creditors that, to the extent any additional or substitute collateral for any of the Obligations of the type covered by the Security Documents Pledge Agreement delivered by an Assignor a Pledgor to or for the benefit of any Secured Creditor, such collateral shall be subject to the provisions of this Annex D I and of the Security DocumentsPledge Agreement. (c) Each of the Secured Creditors hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) with respect to the Intermediate Holdco Collateral or the validity of any Lien on the Intermediate Holdco Collateral or financing statement with respect to the Intermediate Holdco Collateral in favor of the Collateral Agent Pledgee for the benefit of the Secured Intermediate Holdco Creditors as provided in the respective Security Document, or the relative priority of any such LienLien on the Intermediate Holdco Collateral. (d) If any Secured Creditor shall acquire by indemnification, subrogation, contract or otherwise (including pursuant to the Security DocumentsPledge Agreement), any lien, estate, right or other interest in, or possession or control of, any of the assets of any Assignor Pledgor that would otherwise constitute Collateral to secure (or providing security for) the respective Obligations owed to such Secured Creditor, that lien, estate, right or other interest shall, and any such possession or control shall, be held for the benefit of the Secured Creditors under the applicable Security Documents Pledge Agreement and shall be subject to the relative priorities set forth in the respective Security DocumentsPledge Agreement.

Acknowledgment of Priorities of Security Interests and Liens. (a) Each of the Secured Creditors Parties acknowledges and agrees (wx) to the relative priorities as to the Collateral (and the application of the proceeds therefrom) as provided in the Security Documents Agreement (including Section 7.5 Article VIII of the Security Agreement) and acknowledges and agrees that such priorities (and the application of proceeds from the Collateral) shall not be affected or impaired in any manner whatsoever including, without limitation, on account of (i) the invalidity, irregularity, diminution in value or unenforceability of all or any part of any Secured Debt Agreement Document or any of the Secured Obligations thereunder, (ii) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any security interests in the Collateral, (iii) any nonperfection of any Lien purportedly securing any of the Secured Obligations (including, without limitation, whether any such Lien is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is set aside, invalidated or lapses), (iv) any amendment, change or modification of any Secured Debt AgreementDocument, (v) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, any AssignorGrantor, its property, or its estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceeding or otherwise involving or affecting any AssignorGrantor, (vi) any distribution of the Collateral upon the liquidation or dissolution of any AssignorGrantor, or the winding up of the assets or business of any AssignorGrantor, (vii) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to any Assignor Grantor or (viii) the taking of possession of any of the Collateral by the Collateral Agent or any of the Secured CreditorsParties, (y) that the grants of security under the Security Documents Agreement constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the Bank Creditors First Priority Secured Parties and the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors Priority Secured Parties and (z) that Senior the Second Lien Notes CreditorsPriority Secured Parties’ claims against the Assignors Grantors in respect of the Collateral constitute second priority claims separate and apart (and of a different class and claim) from the Bank CreditorsFirst Priority Secured Parties’ claims against the Assignors Grantors in respect of the Collateral. (b) Each Secured CreditorParty, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Creditors Parties that, to the extent any additional or substitute collateral for any of the Secured Obligations of the type covered by the Security Documents Agreement are delivered by an Assignor a Grantor to or for the benefit of any Secured CreditorParty, such collateral shall be subject to the provisions of this Annex D 1 and of the Security DocumentsAgreement. (c) Each of the Secured Creditors Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Creditors Parties as provided in the respective Security DocumentAgreement, or the relative priority of any such Lien. (d) If any Secured Creditor Party shall acquire by indemnification, subrogation, contract or otherwise (including pursuant to the Security Documents)otherwise, any lien, estate, right or other interest in, or possession or control of, any of the assets of any Assignor Grantor that would otherwise constitute Collateral to secure (or providing security for) the respective Secured Obligations owed to such Secured CreditorParty, that lien, estate, right or other interest shall, and any such possession or control shall, be held for the benefit of the Secured Creditors Parties under the applicable Security Documents Agreement and shall be subject to the relative priorities set forth in the respective Security DocumentsAgreement.

Acknowledgment of Priorities of Security Interests and Liens. (a) Each of the Secured Creditors acknowledges and agrees (w) to the relative priorities as to the Collateral (and the application of the proceeds therefrom) as provided in the Security Documents (including Section 7.5 7.4 of the Security Agreement) and acknowledges and agrees that such priorities (and the application of proceeds from the Collateral) shall not be affected or impaired in any manner whatsoever including, without limitation, on account of (i) the invalidity, irregularity, diminution in value or unenforceability of all or any part of any Secured Debt Agreement or any of the Obligations thereunder, (ii) the actual date and time of creation, execution, delivery, recording, filing, attachment or perfection of any security interests in the Collateral, (iii) any nonperfection of any Lien purportedly securing any of the Obligations (including, without limitation, whether any such Lien is now perfected, hereafter ceases to be perfected, is avoidable by any bankruptcy trustee or otherwise is set aside, invalidated or lapses), (iv) any amendment, change or modification of any Secured Debt Agreement, (v) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, any Assignor, its property, or its estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceeding or otherwise involving or affecting any Assignor, (vi) any distribution of the Collateral upon the liquidation or dissolution of Holdings or any Assignorof its Subsidiaries, or the winding up of the assets or business of Holdings or any Assignorof its Subsidiaries, (vii) the initiation of any bankruptcy, moratorium, reorganization or other insolvency proceeding with respect to Holdings or any Assignor of its Subsidiaries or (viii) the taking of possession of any of the Collateral by the Collateral Agent or any of the Secured Creditors, (y) that the grants of security under the Security Documents constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the Bank Creditors and the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors and (z) that Senior Second Lien Notes Creditors’ claims against the Assignors in respect of the Collateral constitute second priority claims separate and apart (and of a different class and claim) from the Bank Creditors’ claims against the Assignors in respect of the Collateral. (b) Each Secured Creditor, by its acceptance of the benefits hereunder and of the Security DocumentsAgreement, hereby agrees for the benefit of the other Secured Creditors that, to the extent any additional or substitute collateral for any of the Obligations of the type covered by the Security Documents Agreement is delivered by an Assignor to or for the benefit of any Secured Creditor, such collateral shall be subject to the provisions of this Annex D I and of the Security DocumentsAgreement and, in the event such collateral constitutes “Excluded 2003 Senior Secured Notes Collateral”, be subject to the same limitations as are set forth in the Security Agreement for Excluded 2003 Senior Secured Notes Collateral. (c) Each of the Secured Creditors hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Creditors as provided in the respective Security Document, or the relative priority of any such Lien. (d) If any Secured Creditor shall acquire by indemnification, subrogation, contract or otherwise (including pursuant to the Security Documents), any lien, estate, right or other interest in, or possession or control of, any of the assets of any Assignor that would otherwise constitute Collateral to secure (or providing security for) the respective Obligations owed to such Secured Creditor, that lien, estate, right or other interest shall, and any such possession or control shall, be held for the benefit of the Secured Creditors under the applicable Security Documents and shall be subject to the relative priorities set forth in the respective Security Documents.