Agreements Regarding Actions to Perfect Liens. (a) The Subordinated Holder Representative and the other Subordinated Holders agree (by their execution of the Subordinated Debenture Purchase Agreement and/or the Indenture and by their purchase of the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) that all mortgages, deeds of trust, deeds or other security instruments or letter-in-lieu or other similar notices (collectively, “Mortgages”) now or hereafter filed against real property or other assets of a Loan Party in favor of or for the benefit of the Subordinated Holder Representative or any Subordinated Holder, or delivered to any third party shall be in form and content satisfactory to the Senior Agent and shall contain the following notation (or similar language tailored to the nature of the instrument) in bold type:
(b) The Senior Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the Senior Security Documents, such possession or control is also for the benefit of the Subordinated Holder Representative and the other Subordinated Holders solely to the extent required to perfect their Lien in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Agent (or any third party acting on its behalf) with respect to such Common Collateral or to provide the Subordinated Holder Representative or any other Subordinated Holder with any rights with respect to such Common Collateral beyond those specified in this Agreement; provided that subsequent to the occurrence of the Senior Indebtedness Payment Date, the Senior Agent shall (i) deliver to the Subordinated Holder Representative, at no cost or expense to the Senior Agent, the Common Collateral in its possession or control together with any necessary endorsements, without recourse, representation or warranty, to the extent required by the Subordinated Debenture Documents or (ii) deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior First Priority Secured Parties and the Subordinated Holders and shall not impose on the Senior First Priority Secured Parties or their representatives any obligations in respect of the disposition of an...
Agreements Regarding Actions to Perfect Liens. (a) The Pension Fund Representative agrees on behalf of itself and the other Pension Fund Secured Parties that all Mortgages now or thereafter filed against real property in favor of or for the benefit of the Pension Fund Secured Parties and/or the Pension Fund Representative to create a Junior Lien on Pension Fund Collateral shall be substantially in form attached to the Existing Pension Fund Agreement as Exhibit B-2 thereto or shall otherwise be reasonably satisfactory to the Bank Group Representative (or the Convertible Note Representative solely to the extent the Bank Group Obligations Payment Date has occurred) and shall contain the following notation (or such other notation as is reasonably acceptable to the Bank Group Representative (or the Convertible Note Representative solely to the extent the Bank Group Obligations Payment Date has occurred) and the Pension Fund Representative): “The lien created by this mortgage on the property described herein is junior and subordinate to (i) the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, National Association, as Collateral Agent or as Administrative Agent (as applicable), and its successors and assigns and (ii) the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to U.S. Bank National Association, as Collateral Trustee, and its successors and assigns, in each case in such property, in accordance with the provisions of the Amended and Restated Intercreditor Agreement dated as of July 22, 2011 among JPMorgan Chase Bank, National Association, as Administrative Agent, Wilmington Trust Company, as Pension Fund Representative, U.S. Bank National Association, as Convertible Note Representative, solely for purposes of Sections 3.1(c) and 11.3 thereof, JPMorgan Chase Bank, N.A., as ABL Representative, and YRC Worldwide Inc., and the other parties referred to therein, as amended, restated, supplemented or otherwise modified from time to time.”
(b) The Bank Group Representative agrees on behalf of itself and the other Bank Group Secured Parties that all Mortgages now or thereafter filed in favor of or for the benefit of the Bank Group Representative against Pension Fund Collateral in respect of which the Bank Group Representative shall have a Junior Lien shall be amended or otherwise modified pursuant to documentation in form reasonably satisfactory to the Pension Fund Repre...
Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent and the Indenture Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a S...
Agreements Regarding Actions to Perfect Liens. The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative with respect to the Common Collateral shall be in form satisfactory to the First Priority Representative.
Agreements Regarding Actions to Perfect Liens. (a) [Reserved.]
(b) The Senior Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Collateral pursuant to the Security Documents, such possession or control is also for the benefit of each Junior Representative and the respective Junior Secured Parties solely to the extent required to perfect their security interest in such Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the Senior Representative (or any third party acting on either such Person’s behalf) with respect to such Collateral or provide any Junior Representative and the respective Junior Secured Parties with any rights with respect to such Collateral beyond those specified in this Agreement and each Security Document, as applicable, provided that subsequent to the occurrence of the Senior Obligations Payment Date with respect to such Senior Representative (so long as the applicable Junior Obligations Payment Date shall not have occurred), each Junior Representative shall (i) deliver to the successor Senior Representative, at the Loan Parties’ sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Senior Documents of the Senior Representative or (ii) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs. The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Parties and shall not impose on the Secured Parties any obligations in respect of the disposition of any Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.
Agreements Regarding Actions to Perfect Liens. The Subordinated Lender agrees that UCC-1 financing statements or other filings or recordings filed or recorded by or on its behalf shall be in form reasonably satisfactory to the Senior Collateral Agent.
Agreements Regarding Actions to Perfect Liens. (i) The ABL Representative agrees on behalf of itself and the other ABL Secured Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, "mortgages") now or hereafter filed against Real Property in favor of or for the benefit of the ABL Representative shall contain the following notation: "The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to U.S. Bank National Association, as Term Debt Representative, in accordance with the provisions of the Intercreditor Agreement dated as of July 2, 2009, as amended from time to time."
(b) Each Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or "control" (as defined in the Uniform Commercial Code) over Collateral pursuant to its applicable Loan Documents, with respect to the Receivables Buyer, the Receivables Sale Agreement or with respect to the Receivables Representative, the Credit and Security Agreement, such possession or control is also for the benefit of the other Secured Parties who have a Lien thereon, solely to the extent required to perfect their security interest in such Collateral. Nothing in the preceding sentence shall be construed to impose any duty on any Representative (or any third party acting on either such Person's behalf) with respect to such Collateral or provide any Representative or any other Secured Party, with any rights with respect to such Collateral beyond those specified in this Agreement and the applicable Loan Documents, the Receivables Sale Agreement or Credit and Security Agreement to which each is a party, provided that:
(i) subsequent to the occurrence of the ABL Obligations Payment Date (so long as the Term Debt Obligations Payment Date shall not have occurred), the ABL Representative shall (A) deliver to the Term Debt Representative, at the Loan Parties' sole cost and expense, the Collateral in its possession or control together with any necessary endorsements to the extent required by the Term Debt Documents or (B) direct and deliver such Collateral as a court of competent jurisdiction otherwise directs;
(ii) subsequent to the occurrence of the Term Debt Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Debt Representative shall (A) deliver to the ABL Represe...
Agreements Regarding Actions to Perfect Liens. (a) The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to the First Priority Representative.
(b) The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments and any amendments or modifications thereof (collectively, “mortgages”) now or thereafter filed against real property in favor of or for the benefit of the Second Priority Representative shall be in form satisfactory to the First Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as Collateral Agent, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of November 6, 2009 among JPMorgan Chase Bank, N.A., as Collateral Agent for the First Priority Secured Parties (as defined therein), Diamond Lane Productions, Inc., as agent for the Second Priority Secured Parties (as defined therein) and Universal City Development Partners, Ltd., as amended from time to time.”
Agreements Regarding Actions to Perfect Liens. With respect to each Type of Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative agrees, on behalf of itself and the other Third Priority Secured Parties, that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of such Second Priority Representative or any other Second Priority Secured Party (or any agent or other representative thereof) or such Third Priority Representative or any other Third Priority Secured Party (or any agent or other representative thereof) shall be in form reasonably satisfactory to the First Priority Representative.
Agreements Regarding Actions to Perfect Liens. (a) The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative with respect to the Common Collateral shall be in form satisfactory to the First Priority Representative.
(b) The Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or hereafter filed against Real Property that constitutes Common Collateral in favor of or for the benefit of the Second Priority Representative and the other Second Priority Secured Parties shall be in form satisfactory to the First Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Priority Representative, and its successors and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of October 4, 2010 among JPMorgan Chase Bank, N.A., as Administrative Agent, Xxxxx Fargo Bank, National Association, as Collateral Agent, Roadhouse Financing Inc., a Delaware corporation (to be merged with and into Xxxxx’x Roadhouse, Inc., a Tennessee corporation, with Xxxxx’x Roadhouse, Inc. as the surviving entity), as Borrower, and the other Loan Parties referred to therein, as amended, modified or supplemented from time to time.”
(c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents, such possession or control is also for the benefit of and on behalf of, and the First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Second Priority Secured Parties solely to the extent required to perfect their security interest in such Common Collateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) o...
