Common use of Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt Clause in Contracts

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence of any series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any series of Parity Lien Debt; or (6) the rules for determining priority under any law governing relative priorities of Liens, all Liens on Collateral granted at any time by the Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt of the Issuers or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant. The foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Parity Lien Debt (including the Holders of the Notes) and the Collateral Trustee, as a holder of Liens on the Collateral, in each case, as a party to the Collateral Trust Agreement or as a third party beneficiary thereof.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: Notwithstanding (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence Incurrence of any series Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any series Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any series Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any series Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (67) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Issuers Company or any Guarantor to on the holders of Parity Lien Debt Shared Collateral will secure, equally and ratably, all present and future Parity Lien Debt Obligations of the Issuers Company or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and provisions in accordance with this covenant. The foregoing provision is Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt (including the Holders of the Notes) will be required to deliver a Lien Sharing and the Collateral Trustee, as a holder of Liens on the Collateral, in each case, as a party Priority Confirmation to the Parity Debt Collateral Trust Agreement or as a third party beneficiary thereofAgents at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence Incurrence of any series Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any series Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any series Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any series Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (67) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Issuers Company or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations of the Issuers Company or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and provisions in accordance with this covenant. The foregoing provision is Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt (including will be required to deliver the Holders of joinder documentation required by the Notes) and the Collateral Trustee, as a holder of Liens on the Collateral, in each case, as a party Parity Lien Intercreditor Agreement to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. (a) Notwithstanding: : (1i) anything to the contrary contained in the Security Documents; , (2ii) the time of incurrence of any series Series of Parity Lien Debt; , (3iii) the order or method of attachment or perfection of any Lien on Collateral Liens securing any series Series of Parity Lien Debt; , (4iv) the time or order of filing or recording of financing statements statements, Mortgages or other documents filed or recorded to perfect any Liens on Collateral securing Lien upon any series of Parity Lien Debt; Collateral, (5v) the time of taking possession or control over any Collateral securing Collateral, (vi) that any series of Parity Lien Debt; may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (6vii) the rules for determining priority under any law governing relative priorities of Liens, : (A) all Liens on Collateral granted at any time by granted to secure any of the Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations; (B) and all proceeds of all Liens at any time granted to secure any of the Issuers or such GuarantorParity Lien Debt and other Parity Lien Obligations will be allocated and distributed equally and ratably on account of the Parity Lien Debt and other Parity Lien Obligations, as subject to the case may be, as more fully specified in provisions of the Collateral Trust Priority Lien Intercreditor Agreement; (provided, that if provided by in the terms thereof absence of an Actionable Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business or with the consent of the holders thereof, a series of Parity Lien Debt as may be secured required by Liens its financing agreements. (ib) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the ObligationsSection 10.02(a) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant. The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Parity Lien Debt (including the Holders of the Notes) Representative and the Collateral Trustee, Trustee as a holder of Liens on Parity Liens. No other Person will be entitled to rely on, have the Collateralbenefit of or enforce this provision. The Parity Lien Debt Representative of each future Series of Parity Lien Debt will be required to deliver a debt sharing confirmation to, in each caseamong others, as a party to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee at the time of incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: : (1a) anything to the contrary contained in the Security Documents; ; (2b) the time of incurrence of any series Series of Parity Lien Debt; ; (3c) the order or method of attachment or perfection of any Lien on Collateral Liens securing any series Series of Parity Lien Debt; ; (4d) the time or order of filing or recording of financing statements statements, mortgages or other documents filed or recorded to perfect any Liens on Collateral securing Lien upon any series of Parity Lien Debt; Collateral; (5e) the time of taking possession or control over any Collateral securing Collateral; (f) that any series of Parity Lien Debtmay not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or or (6g) the rules for determining priority under any law governing relative priorities of Liens, : (1) all Parity Liens on Collateral granted at any time by the Issuers Issuer or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations; and (2) all proceeds of all Parity Liens granted at any time by the Issuer or any Guarantor will be allocated and distributed equally and ratably on account of the Issuers or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the other Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoingaddition, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant. The foregoing provision Section 12.05 is intended for the benefit of, and will shall be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Debt (including the Holders of the Notes) Obligations, each present and future Parity Lien Representative and the Collateral Trustee, Trustee as a holder of Liens on the Collateral, in Parity Liens. The Parity Lien Representative of each case, as future Series of Parity Lien Debt shall be required to deliver a party Lien Sharing and Priority Confirmation to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee and the Trustee at the time of incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: Notwithstanding (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence Incurrence of any series Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any series Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any series Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any series Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (67) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Issuers Company or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations of the Issuers Company or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and provisions in accordance with this covenant. The foregoing provision is Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt (including will be required to deliver the Holders of joinder documentation required by the Notes) and the Collateral Trustee, as a holder of Liens on the Collateral, in each case, as a party Parity Lien Intercreditor Agreement to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: (a) The Holders, the Trustee and the Collateral Agent agree that, notwithstanding: (1) anything to the contrary contained in the Security Collateral Documents; ; (2) the time of incurrence of any series Series of Parity Lien Debt; ; (3) the order or method of attachment or perfection of any Lien on Collateral Liens securing any series Series of Parity Lien Debt; ; (4) the time or order of filing or recording of financing statements statements, mortgages or other documents filed or recorded to perfect any Liens on Collateral securing Lien upon any series of Parity Lien Debt; Collateral; (5) the time of taking possession or control over any Collateral securing Collateral; (6) that any series of Parity Lien Debtmay not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or or (67) the rules for determining priority under any law governing relative priorities of Liens, , (i) all Liens on Collateral granted at any time by granted to secure any of the Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations; and (ii) all proceeds from enforcement of all Liens at any time granted to secure any of the Issuers or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may and other Parity Lien Obligations will be secured by Liens (i) that are junior to the Liens allocated and distributed equally and ratably on the assets and property securing account of the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets Debt and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the other Parity Lien Obligations). Notwithstanding ; provided that in the foregoingabsence of an Event of Default, the Partnership Company shall be entitled to utilize cash and cash proceeds of Collateral in the ordinary course of its business or as may elect to have any such other Parity Lien Debt rank junior in priority to be required by its financing agreements and as otherwise permitted by the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee Indenture and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Secured Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders Documents. (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. b) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant. The foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Parity Lien Obligations, each present and future Parity Debt (including the Holders of the Notes) Representative and the Collateral Trustee, Agent as a holder of Parity Liens on the Collateral, in are intended to be third party beneficiaries of Section 11.08(a). The Parity Debt Representative of each case, as future Series of Parity Lien Debt will be required to deliver a party Parity Debt Sharing Confirmation to the Collateral Trust Agreement or as a third party beneficiary thereofAgent and the Trustee at the time of incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding: Notwithstanding (1) anything to the contrary contained in the Security Documentssecurity documents; (2) the time of incurrence Incurrence of any series Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any series Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any series Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any series Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (67) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Issuers Issuer or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations of the Issuers Issuer or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and provisions in accordance with this covenant. The foregoing provision is Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt (including the Holders of the Notes) will be required to deliver a Lien Sharing and the Collateral Trustee, as a holder of Liens on the Collateral, in each case, as a party Priority Confirmation to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. (a) Notwithstanding: : (1) anything to the contrary contained in the Security Documents; , (2) the time of incurrence of any series Series of Parity Lien Debt; , (3) the order or method of attachment or perfection of any Lien on Collateral Liens securing any series Series of Parity Lien Debt; , (4) the time or order of filing or recording of financing statements statements, Mortgages or other documents filed or recorded to perfect any Liens on Collateral securing Lien upon any series of Parity Lien Debt; Collateral, (5) the time of taking possession or control over any Collateral securing Collateral, (6) that any series of Parity Lien Debt; may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (67) the rules for determining priority under any law governing relative priorities of Liens, : (A) all Liens on Collateral granted at any time by granted to secure any of the Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Debt Obligations; (B) and all proceeds of all Liens at any time granted to secure any of the Issuers or such GuarantorParity Lien Debt and other Parity Lien Obligations will be allocated and distributed equally and ratably on account of the Parity Lien Debt and other Parity Lien Obligations, as subject to the case may be, as more fully specified in provisions of the Collateral Trust Junior Priority Lien Intercreditor Agreement; (provided, that if provided by in the terms thereof absence of an Actionable Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business or with the consent of the holders thereof, a series of Parity Lien Debt as may be secured required by Liens its financing agreements. (ib) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the ObligationsSection 11.2(a) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant. The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Parity Lien Debt (including Representative, the Holders of the Notes) Trustee and the Collateral Trustee, Agent as a holder of Liens on Parity Liens. No other Person will be entitled to rely on, have the Collateralbenefit of or enforce this provision. The Parity Lien Debt Representative of each future Series of Parity Lien Debt will be required to deliver a debt sharing confirmation to, in each caseamong others, as a party to the Collateral Trust Agreement or as a third party beneficiary thereofTrustee at the time of incurrence of such Series of Parity Lien Debt.