Common use of Agreement for the Benefit of Holders of First-Priority Liens Clause in Contracts

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a Note, agrees: (a) So long as no First Lien Indebtedness is outstanding, upon the occurrence and during the continuance of an Event of Default, the Noteholder Collateral Agent will be permitted (together with the representative of any other Debt secured by parity Liens on the Collateral), to take steps with respect to remedies and enforcement, acting at the direction of the Holders of a majority in principal amount of the Notes. (b) If First Lien Indebtedness is incurred, the Noteholder Collateral Agent will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in the form of Exhibit C attached to this Indenture, which will establish the subordinate priority status of the Second-Priority Liens and to take all steps to effectuate such agreement, provided that, with respect to any real property subject to a Mortgage, if subordination of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien with respect to which no judgment default has occurred and is continuing) have been recorded against such real property after the recording of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to the First Priority Liens in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a Note, agrees: (a) So long as no First Lien Indebtedness is outstanding, upon the occurrence and during the continuance of an Event of Default, the Noteholder Collateral Agent will be permitted (together with the representative of any other Debt secured by parity Liens on the Collateral), to take steps with respect to remedies and enforcement, acting at the direction of the Applicable Authorized Representative. On the Issue Date, the Trustee, acting at the written direction of the Holders of a majority in principal amount of the Notes, will be the Applicable Authorized Representative. (b) If First Lien Indebtedness is incurred, the Noteholder Collateral Agent (at the direction of the Applicable Authorized Representative) will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in the form of Exhibit C J attached to this Indenture, which will establish the subordinate priority status of the Second-Priority Liens and to take all steps to effectuate such agreement, provided that, with respect to any real property subject to a Mortgage, if subordination of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien with respect to which no judgment default has occurred and is continuing) have been recorded against such real property after the recording of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to the First Priority Liens in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a NoteNote agrees, agreesthat: (a) So long as no First the Liens securing the Second-Priority Lien Indebtedness is outstanding, Obligations upon the occurrence any and during the continuance of an Event of Default, the Noteholder all Collateral Agent will be permitted (together with the representative of any other Debt secured by parity Liens on the Collateral)are, to take steps with respect the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to remedies all present and enforcement, acting at the direction of the Holders of a majority in principal amount of the Notes.future First-Priority Liens; and (b) If First Lien Indebtedness is incurred, the Noteholder Collateral Agent will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in agreements as to the form of Exhibit C attached to this Indenture, which will establish the subordinate priority status ranking of the Second-Priority Liens set forth in the Intercreditor Agreement: (1) are enforceable by the holders of First-Priority Liens, for the benefit of the holders of First-Priority Lien Obligations secured thereby; and (2) will remain enforceable by the holders of First-Priority Liens until the Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement). (c) without the necessity of any consent of, or notice to, the Trustee or any holder of Second-Priority Lien Obligations, the Issuer, the Restricted Subsidiaries and the Administrative Agent may amend, modify, supplement or terminate any Security Document, subject to take all steps the limitations set forth in the Intercreditor Agreement; provided that the Issuer will use commercially reasonable efforts to effectuate notify the Trustee and the Collateral Agent of any such agreementamendment, provided thatmodification, supplement or termination (but the failure to provide such notice shall not affect the applicability, validity or enforceability of such amendment); (d) as among the Collateral Agent, the Trustee and the holders of Second-Priority Lien Obligations and the holders of the First-Priority Lien Obligations, the holders of the First-Priority Lien Obligations and the Administrative Agent will have the sole ability to control and obtain remedies with respect to all Collateral without the necessity of any real property subject to a Mortgage, if subordination consent of such Mortgage or notice to the First Collateral Agent, the Trustee or any such holder, as set forth in more detail in the Intercreditor Agreement; (e) any or all Liens as set forth in, and granted under the Security Documents for the benefit of the Holders will be automatically and unconditionally released, without the necessity of any consent of the Collateral Agent, the Trustee or any Holders, upon a release of the First-Priority Liens is required and any Liens that secure a monetary obligation on such Collateral, but will not be so released upon payment in full of the Company or a Guarantor (other than any judgment First-Priority Lien with respect Obligations, subject, in each case, to which no judgment default has occurred and is continuing) have been recorded against such real property after the recording exceptions set forth in Section 5.1 of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to Intercreditor Agreement; and (f) the First Priority Liens in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be Security Documents are subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a NoteNote agrees, agreesthat: (a) So long as no First Lien Indebtedness is outstanding, upon the occurrence and during the continuance of an Event of Default, the Noteholder Collateral Agent will be permitted (together with the representative of any other Debt secured by parity The Liens on the Collateral)Collateral are, to take steps the extent and in the manner provided in the Intercreditor Agreement, subject to and subordinate in ranking to all present and future Liens on the Collateral with respect a first priority; and the Intercreditor Agreement will be enforceable by the holders of such First-Priority Liens, for the benefit of the holders of Obligations secured thereby, until the satisfaction pursuant to remedies and enforcement, acting the terms thereof of all such Obligations outstanding at the direction time of the Holders of a majority in principal amount of the Notessuch release. (b) If First Lien Indebtedness is incurredWithout the necessity of any consent of the Trustee or any Holder of the Notes, the Noteholder Collateral Agent willholders of the First-Priority Lien Obligations may change, and is hereby authorized towaive, at such time enter into an Intercreditor modify or vary any Security Agreement substantially relating to Collateral, subject to the limitations set forth in the form Intercreditor Agreement; provided that the Trustee shall be given prompt written notice of Exhibit C attached to this Indentureany such change, which will establish waiver, modification or variance. (c) As among the subordinate priority status Administrative Agent under the Senior Credit Facility, the Trustee and the Holders of the SecondNotes and the holders of the First-Priority Liens Lien Obligations, the holders of the First-Priority Lien Obligations and the Administrative Agent under the Senior Credit Facility will have the sole ability to take all steps to effectuate such agreement, provided that, control and obtain remedies with respect to all Collateral without the necessity of any real property consent or of any notice to the Trustee, or any such Holder, subject to a Mortgage, if subordination of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien with respect to which no judgment default has occurred and is continuing) have been recorded against such real property after the recording of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to the First Priority Liens limitations set forth in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Second-Lien Collateral Agent agree, and each Holder of the Notes by accepting a NoteNote agrees, agreesthat: (a) So long as no First the Liens securing the Second-Priority Lien Indebtedness is outstanding, Obligations upon the occurrence any and during the continuance of an Event of Default, the Noteholder all Collateral Agent will be permitted (together with the representative of any other Debt secured by parity Liens on the Collateral)are, to take steps with respect the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to remedies all present and enforcement, acting at the direction of the Holders of a majority in principal amount of the Notes.future First-Priority Liens; and (b) If First Lien Indebtedness is incurred, the Noteholder Collateral Agent will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in agreements as to the form of Exhibit C attached to this Indenture, which will establish the subordinate priority status ranking of the Second-Priority Liens set forth in the Intercreditor Agreement: (1) are enforceable by the holders of First-Priority Liens, for the benefit of the holders of First-Priority Lien Obligations secured thereby; and (2) will remain enforceable by the holders of First-Priority Liens until the Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement). (c) without the necessity of any consent of, or notice to, the Trustee or any holder of Second-Priority Lien Obligations, the Issuer, the Restricted Subsidiaries and the Administrative Agent may amend, modify, supplement or terminate any Security Document, subject to take all steps the limitations set forth in the Intercreditor Agreement; provided that the Issuer will notify the Trustee and the Second-Lien Collateral Agent of any such amendment, modification, supplement or termination (but the failure to effectuate provide such agreementnotice shall not affect the applicability, provided thatvalidity or enforceability of such amendment); (d) as among the Second-Lien Collateral Agent, the Trustee and the holders of Second-Priority Lien Obligations and the holders of the First-Priority Lien Obligations, the holders of the First-Priority Lien Obligations and the First-Lien Collateral Agent will have the sole ability to control and obtain remedies with respect to all Collateral without the necessity of any real property subject to a Mortgage, if subordination consent of such Mortgage or notice to the First Second-Lien Collateral Agent, the Trustee or any such holder, as set forth in more detail in the Intercreditor Agreement; (e) any or all Liens as set forth in, and granted under the Security Documents for the benefit of the Holders will be automatically and unconditionally released, without the necessity of any consent of the Second-Lien Collateral Agent, the Trustee or any Holders, upon a release of the First-Priority Liens is required and any Liens that secure a monetary obligation on such Collateral, but only to the extent set forth in Section 5.1 of the Company or a Guarantor Intercreditor Agreement; and (other than any judgment Lien with respect to which no judgment default has occurred and is continuingf) have been recorded against such real property after the recording of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to the First Priority Liens in connection with any such subordination of the applicable Mortgage. This Indenture, the Notes, Note the Guarantees and Collateral Agreements will at such time be the Security Documents are subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a NoteSecurity agrees, agreesthat: (a) So long as no First Lien Indebtedness is outstanding, the Liens securing the Securities Obligations (the “Second Priority Liens”) upon the occurrence any and during the continuance of an Event of Default, the Noteholder all Collateral Agent will be permitted (together with the representative of any other Debt secured by parity Liens on the Collateral)are, to take steps with respect the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to remedies all present and enforcement, acting at the direction of the Holders of a majority in principal amount of the Notes.future First Priority Liens; and (b) If the ranking of the Second Priority Liens: (i) are enforceable by the holders of First Priority Liens, for the benefit of the holders of First Priority Lien Indebtedness is incurredObligations secured thereby; and (ii) will remain enforceable by the holders of First Priority Liens until the Discharge of Senior Lender Claims (as defined in the Intercreditor Agreement) and the payment in full in cash of all other First Priority Lien Obligations outstanding at the time of the Discharge of Senior Lender Claims (subject to reinstatement as provided in the Intercreditor Agreement). (c) without the necessity of any consent of or notice to the Trustee or any Holder of the Securities Obligations, the Noteholder Issuer, its Restricted Subsidiaries [and the Administrative Agent under the Credit Agreement] may amend, modify, supplement or terminate any Security Document, subject to the limitations set forth in the Intercreditor Agreement; provided, that the Trustee shall be given notice within 30 Business Days of any such amendment, modification, supplement or termination; (d) as among the Trustee and the holders of the Securities Obligations and the holders of the First Priority Lien Obligations, the holders or the First Priority Lien Obligations and [the Administrative Agent (as defined in Credit Agreement)] will have the sole ability to control and obtain remedies with respect to all Collateral without the necessity of any consent of or notice to the Trustee or any such holder, as set forth in more detail in the Intercreditor Agreement; (e) Reserved. (f) without the necessity of any consent of or notice to the Trustee, the Collateral Agent willor any holder of the Securities Obligations, the Issuer may, on behalf of itself or any of its Restricted Subsidiaries, request and instruct the Administrative Agent or the Collateral Agent to, on behalf of each secured party under the Security Documents, (A) execute and deliver to the Issuer, for the benefit of any Person, such release documents as the Issuer may reasonably request evidencing any such release of any Lien and such Person shall be entitled to rely conclusively on such release document, and (B) deliver any assets in which any Lien is hereby authorized to, at such time enter into an Intercreditor Agreement substantially so released that are in the form possession of Exhibit C attached the Administrative Agent to the Issuer; and (g) this Indenture, which will establish the subordinate priority status of Securities, the Second-Priority Liens and to take all steps to effectuate such agreement, provided that, with respect to any real property subject to a Mortgage, if subordination of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien with respect to which no judgment default has occurred and is continuing) have been recorded against such real property after the recording of the applicable Mortgage, such Liens shall be either released of record or similarly subordinated to the First Priority Liens in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be the Security Documents are subject to the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a NoteNote agrees, agreesthat: (a) So long as no First Lien Indebtedness is outstanding, upon the occurrence and during the continuance of an Event of Default, the Noteholder Collateral Agent will be permitted (together with the representative of any other Debt secured by parity The Liens on the Collateral)Secondary Collateral are, to take steps the extent and in the manner provided in the Intercreditor Agreement, subject to and subordinate in ranking to all present and future Liens on the Secondary Collateral with respect a first priority; and the Intercreditor Agreement will be enforceable by the holders of such first priority Liens, for the benefit of the holders of Obligations secured thereby, until the satisfaction pursuant to remedies and enforcement, acting the terms thereof of all such Obligations outstanding at the direction time of the Holders of a majority in principal amount of the Notessuch release. (b) If First Lien Indebtedness is incurredWithout the necessity of any consent of the Trustee or any Holder of the Notes, the Noteholder Collateral Agent will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in the form of Exhibit C attached to this Indenture, which will establish the subordinate priority status holders of the Second-Priority Liens and Bank Obligations may change, waive, modify or vary any Security Document relating to take all steps to effectuate such agreement, provided that, with respect to any real property subject to a Mortgage, if subordination of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien Secondary Collateral with respect to which no judgment default has occurred such holders have a first priority Lien, subject to the limitations set forth in the Intercreditor Agreement; provided, that the Trustee shall be given notice of any such change, waiver, modification or variance. (c) As among the agent under the Revolving Credit Agreement, the Trustee and is continuing) have been recorded against such real property after the recording Holders of the applicable MortgageNotes and the holders of the Bank Obligations, such Liens shall be either released the holders of record the Bank Obligations and the agent under the Revolving Credit Agreement will have the sole ability to control and obtain remedies with respect to all Secondary Collateral without the necessity of any consent or similarly subordinated of any notice to the First Priority Liens in connection with Trustee, or any such subordination of the applicable Mortgage. This IndentureHolder, Notes, Note Guarantees and Collateral Agreements will at such time be subject to the limitations set forth in the Intercreditor Agreement. (d) Any or all Liens as set forth in, and granted under the Security Documents relating to the Secondary Collateral for the benefit of the Holders will be automatically (to the extent permitted by law) and simultaneously released, without the necessity of any consent of the Trustee or any Holders, upon a release of the first priority Liens on such Collateral, subject to the exceptions set forth in the Intercreditor Agreement.

Agreement for the Benefit of Holders of First-Priority Liens. The Trustee and the Noteholder Collateral Agent agree, and each Holder of the Notes by accepting a NoteNote agrees, agreesthat: (a) So long as no The Second Priority Liens are, to the extent and in the manner provided in the Intercreditor Agreement, subject to and subordinate in ranking to all present and future First Lien Indebtedness is outstanding, upon Priority Liens; and the occurrence and during the continuance of an Event of Default, the Noteholder Collateral Agent Intercreditor Agreement will be permitted (together with enforceable by the representative holders of any other Debt First Priority Liens, for the benefit of the holders of Obligations secured by parity Liens on thereby, until the Collateral), satisfaction pursuant to take steps with respect to remedies and enforcement, acting the terms thereof of all such Obligations outstanding at the direction time of the Holders of a majority in principal amount of the Notessuch release. (b) If First Lien Indebtedness is incurredWithout the necessity of any consent of the Trustee or any Holder of the Notes, the Noteholder Collateral Agent will, and is hereby authorized to, at such time enter into an Intercreditor Agreement substantially in the form of Exhibit C attached to this Indenture, which will establish the subordinate priority status holders of the Second-Priority Liens and Bank Obligations may change, waive, modify or vary any Security Document relating to take all steps to effectuate such agreement, provided that, Secondary Collateral with respect to any real property which such holders have a First Priority Lien, subject to the limitations set forth in the Intercreditor Agreement; provided, that the Trustee shall be given notice of any such change, waiver, modification or variance. (c) As among the agent under the Credit Agreement, the Trustee and the Holders of the Notes and the holders of the Bank Obligations, the holders of the Bank Obligations and the agent under the Credit Agreement will have the sole ability to control and obtain remedies with respect to all Secondary Collateral without the necessity of any consent or of any notice to the Trustee, or any such Holder, subject to the limitations set forth in the Intercreditor Agreement. (d) Any or all Liens as set forth in, and granted under the Security Documents relating to the Secondary Collateral for the benefit of the Holders will be automatically (to the extent permitted by law) and simultaneously released, without the necessity of any consent of the Trustee or any Holders, upon a Mortgage, if subordination release of such Mortgage to the First Priority Liens is required and any Liens that secure a monetary obligation of the Company or a Guarantor (other than any judgment Lien with respect to which no judgment default has occurred and is continuing) have been recorded against on such real property after the recording of the applicable MortgageCollateral, such Liens shall be either released of record or similarly subordinated subject to the First Priority Liens exceptions set forth in connection with any such subordination of the applicable Mortgage. This Indenture, Notes, Note Guarantees and Collateral Agreements will at such time be subject to the Intercreditor Agreement.