Lien Sharing and Priority Confirmation. Each Holder, by accepting a Note, and the Trustee hereby agrees that:
(a) all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations equally and ratably;
(b) the Trustee and each of the Holders in respect of the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereof; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to perform the Collateral Agent’s obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents. The foregoing provisions of this Section 10.02 are intended for the enforceable benefit of, and will be enforceable as a third party beneficiary by, all holders of each existing and future Series of First Lien Debt, each existing and future First Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing and future Second Lien Representative and the Collateral Agent.
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Parity Lien Debt, each current and future Priority Lien Representative, each other current and future Parity Lien Representative and each current and future Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enfor...
Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Facility (together with the New Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Representative, each existing and future Representative and each existing and future Secured Party, and as a condition to being treated as Obligations under the Collateral Trust Agreement that:
(a) all Obligations will be and are secured equally and ratably by all Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor to secure any Obligations whether or not upon property otherwise constituting collateral for such New Facility, and that all Liens granted pursuant to the Collateral Documents will be enforceable by the Collateral Agent for the benefit of all holders of Obligations equally and ratably as contemplated by the Collateral Trust Agreement;
(b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral Documents, including, without limitation, the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens; and
(c) the New Representative shall perform its obligations under the Collateral Trust Agreement and the Collateral Documents.
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes Revolving Facility Obligations] The undersigned New Representative, on behalf of itself and each holder of Revolving Facility Obligations for which the undersigned is acting as [Revolving Facility Administrative Agent] hereby agrees, for the benefit of all Secured Parties, and as a condition to having such Obligations being treated as Revolving Facility Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Revolving Facility Liens. [or] [Option B: to be used if Additional Debt constitutes Shared Obligations] The undersigned New Representative, on behalf of itself and each holder of Shared Obligations for which the undersigned is acting as [First Lien Term Facility Agent] [Second Lien Term Facility Agent] [First Lien Notes Agent] [Second Lien Notes Agent] hereby agrees, for the benefit of all Secured Parties, and as a condition to having such Obligations being treated as Shared Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Shared Obligations Liens.
Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the series of Additional Secured Debt hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that:
(a) all PP&E First Lien Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of PP&E First Lien Obligations equally and ratably;
(b) the New Representative and each holder of Obligations in respect of the Additional Secured Debt for which the undersigned is acting as Representative are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement (as defined in the Credit Agreement), including the provisions relating to ranking of Liens and the order of application of proceeds from the enforcement of Liens; and
(c) it consents to the Collateral Trustee performing, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations under the Additional Secured Debt.
Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Junior Lien Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Senior Loans and Series of Junior Lien Debt, each existing and future Senior Collateral Agent, each other Senior Secured Party, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Liens and as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of any mortgage or other security interest in the Junior Collateral:
(a) all Junior Lien Obligations will be and are secured equally and ratably by the Junior Collateral as with respect to each other, and junior to the Senior Obligations; and
(b) the New Representative on its own behalf and on behalf of each holder of Junior Lien Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by and consent to the provisions of the Intercreditor Agreement including, without limitation, Section 2(b) thereof setting forth the priority of payments and the provisions setting forth the subordination of the Junior Secured Obligations to the Senior Secured Obligations.
Lien Sharing and Priority Confirmation. Each Holder hereby agrees (i) that all Obligations will be and are secured equally and ratably by all Priority Liens (as defined in the Collateral Agency and Accounts Agreement) at any time granted by any Grantor to the Master Collateral Agent to secure any obligations in respect of any other Series of Senior Secured Debt (as defined in the Collateral Agency and Accounts Agreement), whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Master Collateral Agent for the benefit of all holders of Senior Secured Debt Obligations (as defined in the Collateral Agency and Accounts Agreement) equally and ratably; and (ii) that each Holder is bound by the provisions of the Collateral Agency and Accounts Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and each Holder consents to the terms of the Collateral Agency and Accounts Agreement and the Master Collateral Agent’s performance of, and directing the Master Collateral Agent to enter into and perform its obligations under, the Collateral Agency and Accounts Agreement and the other Senior Secured Debt Documents.
Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Junior Lien Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Senior Loans and Series of Junior Lien Debt, each existing and future Senior Collateral Agent, each other Senior Secured Party, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Liens and as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of any mortgage or other security interest in the Junior Collateral:
Lien Sharing and Priority Confirmation. The undersigned New Secured Party hereby agrees, for the enforceable benefit of each current and future Secured Debt Representative, and each current and future Secured Party and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that:
(a) all Secured Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Grantors to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Secured Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably;
(b) the New Secured Party is bound by the provisions of the Collateral Trust Agreement, including the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
