Common use of Covenant to Secure Obligations Equally Clause in Contracts

Covenant to Secure Obligations Equally. If (x) Holdings, any Borrower or any Subsidiary shall create assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired, to secure a Principal Credit Facility, then, in each case, Holdings, such Borrower or such Subsidiary, as applicable, shall make effective provision whereby the Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that (i) to the extent the provision in the Note Purchase Agreement which requires ratable security for the obligations under the Note Purchase Agreement (or any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required to secure the Obligations or take any other action pursuant to this Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this Agreement.

Covenant to Secure Obligations Equally. If (x) Holdings, any Borrower or any Subsidiary shall create or assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower shall create, assume or otherwise incur any Lien upon any of its property or assetsProperty, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 7.1 (unless prior written consent to secure the creation or assumption thereof shall have been obtained from the Requisite Banks), make or cause to be made effective a Principal Credit Facility, then, in each case, Holdings, such Borrower or such Subsidiary, as applicable, shall make effective provision whereby the Guaranteed Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt thereby secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that that, (a) notwithstanding the foregoing, this covenant shall not be construed as a consent by the Banks to any creation or assumption of any such Lien not permitted by the provisions of Section 7.1, and (b) other than (i) the Revolving Credit Agreement, (ii) any agreements pursuant to the extent the provision which any Permitted Private Placement Debt is issued and (iii) any agreements pursuant to which any Debt permitted pursuant to Section 7.2(j) is issued (so long as, in the Note Purchase Agreement which requires ratable security for case of the obligations under agreements referenced in this clause (iii), such prohibitions are no more restrictive than the Note Purchase Agreement (or corresponding provisions of this Agreement), neither Borrower nor any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required a party to secure any agreement prohibiting, or amend any agreement to prohibit, the Obligations creation or take assumption of any other action pursuant to this Section 6.03 and (ii) Lien in favor of the terms hereof shall exclude Administrative Agent or any purchase money Bank upon its Property, whether now owned or capital lease indebtedness permitted to be incurred under the terms of this Agreementhereafter acquired.

Covenant to Secure Obligations Equally. (a) If (x) Holdings, any the Borrower or any Subsidiary shall create assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower Domestic Subsidiaries shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 7.02 (including in such permitted Liens, without limitation, Liens securing Title XI Debt to the extent such Title XI Debt is permitted Priority Debt) or (b) if the Borrower or any of its Subsidiaries shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired to secure a Principal Credit Facilityits obligations under any Note Purchase Agreement (other than (x) the Collateral and/or (y) cash collateral in an amount not to exceed, thenfor each such Note Purchase Agreement, the amount of Cash Collateral being provided by the Borrower and its Subsidiaries pursuant to Section 2.15), then in each either case, Holdingsthe Borrower will make, such Borrower or such Subsidiarywill cause its Subsidiaries to make, as applicable, shall make effective provision whereby the Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt thereby secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that secured pursuant to an agreement or agreements (iincluding security agreements and similar collateral documents and an intercreditor agreement) reasonably acceptable to the extent the provision in the Note Purchase Agreement which requires ratable security for the obligations under the Note Purchase Agreement (or any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required to secure the Obligations or take any other action pursuant to this Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this AgreementRequired Lenders.

Covenant to Secure Obligations Equally. If (x) Holdings, any the Borrower or any Subsidiary shall create assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such the Borrower shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired, to secure a Principal Credit Facility, then, in each case, Holdings, such the Borrower or such Subsidiary, as applicable, shall make effective provision whereby the Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that (i) to the extent the provision in the Note Purchase Agreement which requires ratable security for the obligations under the Note Purchase Agreement (or any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required to secure the Obligations or take any other action pursuant to this Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this Agreement.

Covenant to Secure Obligations Equally. If (x) Holdings, any Borrower or any Subsidiary shall create or assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower shall create, assume or otherwise incur any Lien upon any of its property or assetsProperty, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 7.1 (unless prior written consent to secure the creation or assumption thereof shall have been obtained from the Requisite Banks), make or cause to be made effective a Principal Credit Facility, then, in each case, Holdings, such Borrower or such Subsidiary, as applicable, shall make effective provision whereby the Guaranteed Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt thereby secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that that, (a) notwithstanding the foregoing, this covenant shall not be construed as a consent by the Banks to any creation or assumption of any such Lien not permitted by the provisions of Section 7.1, and (b) other than (i) the Term Loan Agreement, (ii) any agreements pursuant to the extent the provision which any Permitted Private Placement Debt is issued and (iii) any agreements pursuant to which any Debt permitted pursuant to Section 7.2(j) is issued (so long as, in the Note Purchase Agreement which requires ratable security for case of the obligations under agreements referenced in this clause (iii), such prohibitions are no more restrictive than the Note Purchase Agreement (or corresponding provisions of this Agreement), neither Borrower nor any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required a party to secure any agreement prohibiting, or amend any agreement to prohibit, the Obligations creation or take assumption of any other action pursuant to this Lien in favor of the Administrative Agent, any Issuing Bank or any Bank upon its Property, whether now owned or hereafter acquired. 1.7 Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this Agreement.7.1

Covenant to Secure Obligations Equally. (i) If (x) Holdings, any the Borrower or any Subsidiary shall create assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower Domestic Subsidiaries shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 7.02 (including in such permitted Liens, without limitation, Liens securing Title XI Debt to the extent such Title XI Debt is permitted Priority Debt) or (ii) if the Borrower or any of its Subsidiaries shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired to secure a Principal Credit Facilityits obligations under the 2005 Note Purchase Agreement or the 2012 Note Purchase Agreement (other than (a) the Existing Note Purchase Agreement Lien and (b) cash collateral in an amount not to exceed the amount of Cash Collateral being provided by the Borrower and its Subsidiaries pursuant to Section 2.15), then, then in each either case, Holdingsthe Borrower will make, such Borrower or such Subsidiarywill cause its Subsidiaries to make, as applicable, shall make effective provision whereby the Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt thereby secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that secured pursuant to an agreement or agreements (iincluding security agreements and similar collateral documents and an intercreditor agreement) reasonably acceptable to the extent the provision in the Note Purchase Agreement which requires ratable security for the obligations under the Note Purchase Agreement (or any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required to secure the Obligations or take any other action pursuant to this Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this AgreementRequired Lenders.