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.
Appears in 8 contracts
Samples: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteThe Trustee agrees for itself and on behalf of the Holders of the Notes, and the Trustee hereby agrees thatby holding Notes each such Holder shall be deemed to agree:
(a) for the enforceable benefit of all First holders of each existing and future Series of Parity Lien Debt and each existing and future Parity Lien Representative, that all Parity Lien Obligations will shall be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Issuer or any other Grantor Guarantor 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 Notes and Intercreditor Agreement) in respect of this Indenture the Guarantees, and that all such First Parity Liens will shall be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;
(b) for the Trustee enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of the Holders in respect of the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Indenture, the Notes and the Guarantees are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders to consent to and direct the Collateral Agent Trustee to perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. The foregoing provisions Documents in respect of this Section 10.02 are intended for Indenture, 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 Notes and the Collateral AgentGuarantees.
Appears in 4 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (EFIH Finance Inc.), Indenture (Energy Future Intermediate Holding CO LLC)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteLender party to this Agreement, and the Trustee Administrative Agent on behalf of the Lenders, hereby agrees agree 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 Borrower or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this IndentureAgreement and the Loan Documents and the Series of First Lien Debt represented thereby, 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 Agreement and the Loan Documents and the Series of First Lien Debt represented thereby 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 Administrative Agent and each of the Holders Lenders in respect of the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Agreement and the Loan Documents and the Series of First Lien Debt represented thereby are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (1i) the provisions relating to the ranking of First Liens and the order of application of proceeds from enforcement of First Liens and (2ii) the provisions of Section 8.22 thereof; and
(c) that the Trustee Administrative Agent and each of the Holders Lenders 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 9.19 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 Series of Second Lien Debt, each existing and future Second Lien Representative and the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, by accepting on behalf of itself and each holder of 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 current and future Series of Priority Lien Debt and Junior Lien Debt, each current and future Priority Lien Representative, each other current and future Junior Lien Representative and each current and future Priority Lien Secured Party and Junior Lien Obligations and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Agency Agreement that:
(a) as provided by Section 2.9 of the Collateral Agency Agreement, all First Junior Lien Obligations will be and are secured equally and ratably by all First Junior Liens at any time granted by the Company Issuers or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Junior Lien Debt, and that all such First Junior Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Junior Lien Obligations Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or Bank Product Agreement prohibit the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Junior Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Junior Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Junior Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended 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 enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt and Junior Lien Debt, each current and future Junior Lien Representative, each other existing and future First Priority Lien RepresentativeRepresentative and each current and future Priority Lien Secured Party and Junior Lien Obligations and as a condition to being treated as Secured Debt under the Collateral Agency Agreement that:
(a) as provided by Section 2.9 of the Collateral Agency Agreement, all holders Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers or any other Grantor to secure any Obligations in respect of each existing and future series any Series of Second Priority Lien Debt, each existing whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and future Second that all such Priority Liens will be enforceable by the Collateral Agent for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or Bank Product Agreement prohibit the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider 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 Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement and the Crossing Lien Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral AgentAgent shall perform its obligations under the Collateral Agency Agreement and the other Security Documents.]
Appears in 2 contracts
Samples: Collateral Agency Agreement, Collateral Agency Agreement (Gogo Inc.)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteThe Administrative Agent agrees for itself and on behalf of the Lenders, and the Trustee hereby agrees thateach Lender shall be deemed to agree:
(a) for the enforceable benefit of all First holders of each existing and future Series of Parity Lien Debt and each existing and future Parity Lien Representative, that all Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Borrower or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this IndentureObligations, 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 Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;
(b) for the Trustee enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each of existing and future Parity Lien Representative and Junior Lien Representative, that the Holders in respect of Administrative Agent and the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Lenders are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereof; andParity Liens;
(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, of all holders of each existing and future Series of First Lien Debt, Permitted Priority Debt and each existing and future First Permitted Priority Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing and future Second Lien Representative that the Administrative Agent and the Lenders are bound by the provisions of the Intercreditor Agreement (whether then in existence or thereafter entered into), including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens as set forth therein; and
(d) to consent to and direct the Collateral AgentTrustee to perform its obligations under the Collateral Trust Agreement and the other security documents in respect of the Obligations (including the Intercreditor Agreement). Upon the full and final payment and performance of all Obligations of the Borrower under this Agreement, the Administrative Agent will, at the request of the Borrower, deliver a certificate to the Collateral Trustee stating that such Obligations have been paid in full, and instruct the Collateral Trustee to release the Liens pursuant to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement and Subsidiaries Guaranty (Leap Wireless International Inc), Credit Agreement (Leap Wireless International Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative[, by accepting a Noteon behalf of itself and each holder of obligations in respect of the New Parity Lien Facility (together with the New Representative, the “New Secured Parties”),] hereby agrees, for the enforceable benefit of each existing and future Parity Lien Representative, each existing and future Collateral Trustee and each existing and future Secured Party, and as a condition to being treated as Parity Lien Obligations under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Parity Lien Obligations will be and are secured equally and ratably by all First Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, which are at any time granted by the Company or any other Grantor to secure any Parity Lien 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 [New Parity Lien Facility] [New [Banking Product][Hedging] Obligations], and that all such First Liens granted pursuant to the Parity Lien Security Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratablyratably as contemplated by the Collateral Trust Agreement;
(b) the Trustee New Representative [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 other New Secured Party] is bound by the terms, conditions and provisions of the Collateral Agency and Intercreditor Trust Agreement, including the Intercreditor Agreement (if applicable) and the Parity Lien Security Documents, including, without limitation (1) limitation, the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Representative shall perform the Collateral Agent’s its obligations under the Collateral Agency and Trust Agreement, the Intercreditor Agreement (if applicable) and the other Parity Lien 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.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Viasystems Group Inc), Collateral Trust Agreement (Viasystems Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Secured Party hereby agrees, by accepting for the enforceable benefit of each current and future Priority Lien Debt Representative, each other current and future Parity Lien Debt Representative and each current and future holder of Priority Lien Debt Obligations and Parity Lien Debt Obligations and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Priority Lien Debt Obligations will be and are secured equally and ratably by all First Priority Liens at any time granted by the Company Borrower or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Priority Lien Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Priority Lien Debt Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Priority Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Priority Lien Debt Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofPriority Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Carmike Cinemas Inc), Collateral Trust Agreement (Carmike Cinemas Inc)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, by accepting 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 Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Parity Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Parity Liens at any time granted by the Company EFIH or any other Grantor Successor Company to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended itself and each holder of 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, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Parity Lien Debt and Junior Lien Debt, each existing and future First Parity Lien Representative, all holders of each other existing and future Junior Lien Representative and each existing and future series holder of Second Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by EFIH or any Successor Company to secure any Obligations in respect of any Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;
(b) the New Representative and each existing and future Second holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and
(c) the Collateral AgentTrustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Energy Future Intermediate Holding CO LLC), Collateral Trust Agreement (EFIH Finance Inc.)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteThe Trustee agrees for itself and on behalf of the Holders of the Notes, and the Trustee hereby agrees thatby holding Notes each such Holder shall be deemed to agree:
(a) for the enforceable benefit of all First holders of each existing and future Series of Parity Lien Debt and each existing and future Parity Lien Representative, that all Parity Lien Obligations will shall be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Issuer or any other Grantor Guarantor 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 Notes and Intercreditor Agreement) in respect of this Indenture any Guarantees, and that all such First Parity Liens will shall be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;
(b) for the Trustee enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of the Holders in respect of the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Indenture, the Notes and the Guarantees are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders to consent to and direct the Collateral Agent Trustee to perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. The foregoing provisions Documents in respect of this Section 10.02 are intended for Indenture, 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 Notes and the Collateral AgentGuarantees.
Appears in 2 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (EFIH Finance Inc.)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteLender party to this Agreement, and the Trustee Administrative Agent on behalf of the Lenders, hereby agrees agree 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 Borrower or any other Grantor to secure any Obligations (as defined in the Collateral Agency and First Lien Intercreditor Agreement) in respect of this IndentureAgreement and the Loan Documents, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and First Lien Intercreditor Agreement) in respect of this Indenture Agreement and the Loan Documents 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 Administrative Agent and each of the Holders Lenders in respect of the Obligations (as defined in the Collateral Agency and First Lien Intercreditor Agreement) in respect of this Indenture Agreement and the Loan Documents represented thereby are bound by the provisions of the Collateral Agency and First Lien 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 thereofLiens; and
(c) that the Trustee Administrative Agent and each of the Holders Lenders consent to and direct the Collateral Agent to perform the Collateral Agent’s obligations under the Collateral Agency and First Lien Intercreditor Agreement and the other Security Documents. The foregoing provisions of this Section 10.02 9.20 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 representative of First Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing and future Second Lien Representative Debt and the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Micron Technology Inc), Credit Agreement (Micron Technology Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned First Lien Collateral Agent, by accepting a Noteon behalf of itself and each holder of Obligations in respect of the First Lien Obligations for which the undersigned is acting as First Lien Collateral Agent hereby agrees, for the enforceable benefit of all holders of each current and future First Lien Obligations, Second Lien Obligations and Third Lien Obligations, and each current and future First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Claimholder and as a condition to being treated as secured indebtedness under the Trustee hereby agrees Intercreditor Agreement that:
(a) all First Lien Obligations will be and are secured equally and ratably by all First first priority Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany First Lien Obligations, 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 First Lien Obligations, and that all such First Liens will be enforceable by the Controlling Collateral Agent for the benefit of all holders of First Lien Obligations equally and ratably;
(b) the Trustee First Lien Collateral Agent and each holder of First Lien Obligations for which the Holders in respect of the Obligations (undersigned is acting as defined in the First Lien Collateral Agency and Intercreditor Agreement) in respect of this Indenture Agent are bound by the provisions of this Agreement and the Collateral Agency and Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Liens first priority liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofjunior liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to perform the First Lien Collateral Agent’s , Second Lien Collateral Agent, and Third Lien Claimholder shall perform its respective obligations under the Intercreditor Agreement, the Controlling Collateral Agency and Intercreditor Agreement Documents and the other Security Subordinated Collateral 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 Agentapplicable.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Ocean Rig UDW Inc.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Secured Party hereby agrees, by accepting for the enforceable benefit of each current and future Priority Lien Representative, each current and future Junior Lien Representative, each current and future Priority Lien Secured Party and each current and future Junior Lien Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Agency Agreement that:
(a) all First [Priority Lien Obligations Obligations] [Junior Lien Obligations] will be and are secured equally and ratably by all First Liens [Priority Liens] [Junior Liens] at any time granted by the Company Issuers or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of [Priority Lien Debt] [Junior Lien Debt], whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture [Priority Lien Debt] [Junior Lien Debt], and that all such First Liens [Priority Liens] [Junior Liens] will be enforceable by the Collateral Agent for the benefit of all holders of First [Priority Lien Obligations Secured Parties] [Junior Lien Secured Parties] equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of [Priority Lien Debt] [Junior Lien Debt] for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture [Priority Lien Representative] [Junior Lien Representative] are bound by the provisions of this Agreement and the Collateral Agency and Crossing Lien Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Liens [Priority Liens] [Junior Liens] and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereof[Priority Liens] [Junior Liens]; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to shall perform the Collateral Agent’s its 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.
Appears in 2 contracts
Samples: Collateral Agency Agreement, Collateral Agency Agreement (Gogo Inc.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting a Noteon behalf of itself and each holder of obligations in respect of the New Second Lien Facility (together with the New Second Lien Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Second Lien Representative, each existing and future Representative and each existing and future Second Lien Secured Party, and as a condition to being treated as Second Lien Obligations under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Second Lien Obligations will be and are secured equally and ratably by all First Liens granted to the Collateral Agent, for the benefit of the Second Lien Secured Parties, which are at any time granted by the Company or any other Grantor Trustor to secure any Second Lien 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 New Second Lien Facility, and that all such First Liens granted pursuant to the Second Lien Collateral Documents will be enforceable by the Collateral Agent for the benefit of all holders of First Second Lien Obligations equally and ratablyratably as contemplated by the Collateral Trust Agreement;
(b) the Trustee New Representative 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 other New Secured Party is bound by the terms, conditions and provisions of the Collateral Agency and Intercreditor Trust Agreement, including the Intercreditor Agreement and the Second Lien Collateral Documents, including, without limitation (1) limitation, the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Representative shall perform the Collateral Agent’s its obligations under the Collateral Agency and Trust Agreement, the 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 AgentDocuments.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Eastman Kodak Co), Joinder to Collateral Trust Agreement (Eastman Kodak Co)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting a Noteon behalf of itself and each holder of obligations in respect of the Additional Secured Debt Facility (together with the Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future Additional Authorized Representatives, each existing and future Senior Indenture Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Trustee hereby agrees Collateral Agency Agreement that:
(a) all First Lien Secured Obligations will be and are secured equally and ratably by all First Transaction Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by the Company or any other Grantor to secure any Secured 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 Additional Secured Debt Facility, and that all such First Transaction Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Secured Obligations equally and ratablyratably as contemplated by the Collateral Agency Agreement;
(b) the Trustee New Representative 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 other New Secured Party is bound by the terms, conditions and provisions of the Collateral Agency and Intercreditor Agreement, including the Intercreditor Agreement and the Security Documents, including, without limitation (1) limitation, the provisions relating to the ranking of Transaction Liens (which shall rank second in priority to any First Liens Lien Facility) and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofTransaction Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Representative shall perform the Collateral Agent’s its obligations under the Collateral Agency and Agreement, the 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.
Appears in 2 contracts
Samples: Collateral Agency Agreement (Century Aluminum Co), Indenture (Century Aluminum Co)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Authorized Representative, by accepting a Noteon behalf of itself and each Person to which such Series of Pari Passu Obligations are owed from time to time (together with the New Authorized Representative, the “New Pari Passu Secured Parties”), hereby agrees, for the enforceable benefit of all existing and the Trustee hereby agrees future Authorized Representative and each existing and future other Pari Passu Secured Party, that:
(a) all First Lien Pari Passu Obligations will be and are secured equally and ratably by all First Liens granted to the Pari Passu Collateral Agent on the Pari Passu Collateral, for the benefit of the Pari Passu Secured Parties, which are 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 IndenturePari Passu Obligations, 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 on the Pari Passu Collateral granted pursuant to the Collateral Agreements will be enforceable by the Pari Passu Collateral Agent for the benefit of all holders of First Lien Obligations Pari Passu Secured Parties equally and ratably, in each case, pursuant to and subject to the terms of the Intercreditor Agreement;
(b) the Trustee New Authorized Representative 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 other New Pari Passu Secured Party is bound by the terms, conditions and provisions of the Intercreditor Agreement and the Collateral Agency and Intercreditor AgreementAgreements, including including, without limitation (1) limitation, the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Authorized Representative shall perform the Collateral Agent’s its 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 AgentAgreements.
Appears in 2 contracts
Samples: Priority Lien Intercreditor Agreement (Comstock Oil & Gas, LP), Intercreditor Agreement (Pacific Drilling S.A.)
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 Issuer or any other Grantor to the Collateral Trustee 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 Trustee for the benefit of all holders of First Lien Obligations Secured Parties 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 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent Trustee to perform the Collateral AgentTrustee’s obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents. The foregoing provisions of this Section 10.02 11.02 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 AgentTrustee.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each current and future Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all First Lien Secured Obligations will be and are secured equally and ratably by all First Priority 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 Indentureany Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Secured Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations Secured Parties equally and ratablyratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Banking Services Obligations if the Hedge Agreement or agreement giving rise to Banking Services Obligations prohibits the applicable Hedge Provider or Banking Services Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Banking Services Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Secured Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Secured Debt Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens Priority Liens;
(c) it reaffirms the appointment of and (2) appoints Wilmington Trust, National Association to serve as Collateral Trustee under the provisions of Section 8.22 thereofCollateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and
(cd) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Triumph Group Inc), Collateral Trust Agreement (Endo International PLC)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting 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 Authorized Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt, each other existing and future Authorized Representative and each current and future Secured Party and as a Note, and condition to being treated as Parity Lien Debt under the Trustee hereby agrees Parity Lien Intercreditor Agreement that:
(a) as provided by Section 2.[2] of the Parity Lien Intercreditor Agreement, all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Issuer or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations Secured Parties 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 Security Documents in respect thereof prohibit the applicable Authorized Representative from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset; and
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Authorized Representative are bound by the provisions of the Collateral Agency and Parity Lien Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to shall perform the Collateral Agent’s its obligations under the Collateral Agency and Parity Lien 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.
Appears in 2 contracts
Samples: Parity Lien Intercreditor Agreement, Parity Lien Intercreditor Agreement (Constellium N.V.)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Priority Lien Debt] The undersigned New Representative, by accepting 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 enforceable benefit of all holders of Secured Debt, each existing and future Subordinated Lien Representative, each other existing and future Priority Lien Representative and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees thatCollateral Trust Agreement:
(a) that all First Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Priority Liens at any time granted by the Company Issuer or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Priority Lien Debt, 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 Collateral, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Priority Lien Obligations equally Equally and ratablyRatably;
(b) that the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Priority Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Priority Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofPriority Liens; and
(c) that to the Trustee and each terms of the Holders consent to Collateral Trust Agreement and direct the Intercreditor Agreement and the Collateral Agent to perform Trustee’s performance of, and directing the Collateral Agent’s Trustee to perform, its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security DocumentsIntercreditor Agreement. [or] [Option B: to be used if Additional Debt is Subordinated Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended itself and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative hereby agrees, for the enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Lien Secured Debt, each existing and future First Priority Lien Representative, each other existing and future Subordinated Lien Representative and as a condition to being treated as Secured Debt under the Collateral Trust Agreement:
(a) that all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by the Issuer or any Guarantor to secure any Obligations in respect of such Series of Subordinated Lien Debt, whether or not upon property otherwise constituting Collateral, and that all such Subordinated Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably;
(b) that the New Representative and each existing and future series holder of Second Obligations in respect of the Series of Subordinated Lien Debt, each existing and future Second Debt for which the undersigned is acting as Subordinated Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and
(c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral AgentTrustee’s performance of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, by accepting on behalf of itself and each holder of 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 Series of Priority Lien Debt and Junior Lien Debt, each existing and future Priority Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Junior Lien Obligations will be and are secured equally and ratably by all First Junior Liens at any time granted by the Company Delta or any other Grantor to the Collateral Trustee to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Junior Lien Debt, and that all such First Junior Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Junior Lien Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Junior Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Junior Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Junior Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended 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 enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt and Junior Lien Debt, each existing and future First Junior Lien Representative, all holders of each other existing and future Priority Lien Representative and each existing and future series holder of Second Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by Delta or any other Grantor to the Collateral Trustee to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations equally and ratably;
(b) the New Representative and each existing and future Second holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral AgentTrustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, by accepting on behalf of itself and each holder of 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 current and future Series of Priority Lien Debt and Junior Lien Debt, each current and future Priority Lien Representative, each other current and future Junior Lien Representative and each current and future Priority Lien Secured Party and Junior Lien Obligations and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Agency Agreement that:
(a) as provided by Section 2.9 of the Collateral Agency Agreement, all First Junior Lien Obligations will be and are secured equally and ratably by all First Junior Liens at any time granted by the Company Issuers or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Junior Lien Debt, and that all such First Junior Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Junior Lien Obligations Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or Bank Product Agreement prohibit the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Junior Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Junior Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Junior Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] [The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended 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 enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt and Junior Lien Debt, each current and future Junior Lien Representative, each other existing and future First Priority Lien RepresentativeRepresentative and each current and future Priority Lien Secured Party and Junior Lien Obligations and as a condition to being treated as Secured Debt under the Collateral Agency Agreement that:
(a) as provided by Section 2.9 of the Collateral Agency Agreement, all holders Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers or any other Grantor to secure any Obligations in respect of each existing and future series any Series of Second Priority Lien Debt, each existing whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and future Second that all such Priority Liens will be enforceable by the Collateral Agent for the benefit of all Priority Lien Secured Parties equally and ratably provided however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the Hedge Agreement or Bank Product Agreement prohibit the applicable Hedge Provider or Bank Product Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider or Bank Product Provider 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 Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral AgentAgent shall perform its obligations under the Collateral Agency Agreement and the other Security Documents.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, by accepting on behalf of itself and each holder of 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 Series of Parity Secured Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Junior Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Junior Liens at any time granted by the Company or any other Grantor Pledgor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Junior Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Junior Lien Debt, and that all such First Junior Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Junior Lien Obligations equally Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Junior Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Junior Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Junior Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Parity Secured Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended itself and each holder of Obligations in respect of the Series of Parity Secured Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Parity Secured Debt and Junior Lien Debt, each existing and future First Junior Lien Representative, all holders of each other existing and future Parity Lien Representative and each existing and future series holder of Second Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by the Company or any other Pledgor to secure any Obligations in respect of any Series of Parity Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Secured Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each existing and future Second holder of Obligations in respect of the Series of Parity Secured 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 AgentTrustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of First Lien Debt and Series of Second Lien Debt, each current and future Second Lien Representative, each other existing and future First Lien Representative and each current and future holder of First Lien Obligations and Second Lien Obligations and as a Note, condition to the Obligations in respect of the Secured Notes being treated as Secured Debt under the Collateral Agency and the Trustee hereby agrees Intercreditor Agreement that:
(a) all First Lien Obligations (including the Secured Notes) will be and are secured equally and ratably by all First Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of First Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture First Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its 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.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Intelsat S.A.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Authorized Representative, by accepting a Noteon behalf of itself and each holder of any Additional Second Lien Obligations (together with the Additional Authorized Representative, the “New Second Lien Secured Parties”), hereby agrees, for the enforceable benefit of all existing and the Trustee hereby agrees future Authorized Representative and each existing and future other Second Lien Secured Party, that:
(a) all First Second Lien Obligations will be and are secured equally and ratably by all First Liens granted to the Second Lien Agent on the Shared Collateral, for the benefit of the Second Lien Secured Parties, which are 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 IndentureSecond Lien Obligations, 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 on the Shared Collateral granted pursuant to the Second Lien Security Documents will be enforceable by the Collateral Second Lien Agent for the benefit of all holders of First Second Lien Obligations Secured Parties equally and ratably, in each case, pursuant to and subject to the terms of the Intercreditor Agreement;
(b) the Trustee New Authorized Representative 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 other New Second Lien Secured Party is bound by the terms, conditions and provisions of the Collateral Agency and Intercreditor Agreement, including the Senior Lien Intercreditor Agreement and the Second Lien Security Documents, including, without limitation (1) limitation, the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Authorized Representative shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Agreement, the Senior Lien Intercreditor Agreement and the other Second Lien 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.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (MBOW Four Star, L.L.C.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each current and future Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all First Lien Secured Obligations will be and are secured equally and ratably by all First Priority 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 Indentureany Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Secured Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for its benefit and for the benefit of all holders of First Lien Obligations other Secured Parties equally and ratablyratably provided however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Secured Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Secured Debt Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens Priority Liens;
(c) it reaffirms the appointment of and (2) appoints Ankura Trust Company, LLC to serve as Collateral Trustee under the provisions of Section 8.22 thereofCollateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and
(cd) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Samples: Second Lien Collateral Trust Agreement (Geo Group Inc)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, by accepting 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 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 Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) as provided by Section 2.9 of the Collateral Trust Agreement, all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Borrower or any other Grantor Guarantor 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 any Series of this Indenture Parity Lien Debt and that all such First Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations 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; and
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Parity Liens.] [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 enforceable benefit of each current and future Parity Lien Representative, each other existing and future Priority 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 Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, (x) this provision will not be violated with respect to any particular Collateral and any particular Series of Priority Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Priority Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property and (2y) this provision will not be violated with respect to any particular Hedging Obligations if the provisions Hedge Agreement prohibits the applicable Hedge Provider from accepting the benefit of Section 8.22 thereofa Lien on any particular asset or property or such Hedge Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(cb) that the Trustee New Representative and each holder of Obligations in respect of the Holders consent to and direct Series of Priority Lien Debt for which the Collateral Agent to perform undersigned is acting as Priority Lien Representative are bound by 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 Agreement, including the enforceable benefit of, and will be enforceable as a third party beneficiary by, all holders provisions relating to the ranking 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 Priority Liens and the Collateral Agentorder of application of proceeds from the enforcement of Priority Liens.]
Appears in 1 contract
Samples: Collateral Trust Agreement
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of First Lien Debt and Second Lien Debt, each current and future Second Lien Representative, each other existing and future First Lien Representative and each current and future holder of First Lien Obligations and Second Lien Obligations and as a Note, condition to being treated as Secured Debt under the Collateral Agency and the Trustee hereby agrees Intercreditor Agreement 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 Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of First Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture First Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its 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.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Joinder (Intelsat S.A.)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, by accepting 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 Priority Lien Debt and Series of Parity Lien Debt, each existing and future Priority Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Borrower or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended 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 enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt and Series of Parity Lien Debt, each existing and future First Parity Lien Representative, all holders of each other existing and future Priority Lien Representative and each existing and future series holder of Second Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations equally and ratably;
(b) the New Representative and each existing and future Second holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral AgentTrustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
Appears in 1 contract
Samples: Collateral Trust Agreement
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting a Noteon 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 the Trustee hereby agrees future Series of Parity Lien Debt, that:
(a) all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Issuer or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations Secured Parties 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 Parity Lien 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 Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Parity Lien 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.
Appears in 1 contract
Samples: Collateral Trust Agreement (Alliance One International, Inc.)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned Additional Second Lien Agent, by accepting on behalf of itself and each holder of the Additional Second Lien Obligations for which the undersigned is acting as Additional Second Lien Agent hereby agrees, for the enforceable benefit of all Secured Parties and as a Note, and condition to being treated as Secured Obligations under the Trustee hereby agrees Security Agreement that:
(a) [except with respect to any limitations or exclusions as may be agreed with respect to the Collateral and Liens for the Additional Second Lien Obligations and specified in this Supplement or another agreement,] all First Lien Secured Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company any Grantor or any other Grantor successor company to secure any Secured Obligations (as defined in on 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 Secured Obligations, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations Secured Parties equally and ratably;
(b) the Trustee Additional Second Lien Agent and each of Secured Party for which the Holders in respect of the Obligations (undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Additional Second Lien Agent are bound by the provisions of the Collateral Agency and Intercreditor Security Agreement, including without limitation (1) the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent shall be the Additional Secured Parties’ collateral agent pursuant to perform reasonable terms and conditions agreed to by 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 Additional Second Lien Debt, each existing and future Second Lien Representative Agent and the Collateral Agent, which terms shall not in any event be inconsistent with the provisions of the Security Agreement; and
(d) the Collateral Agent shall perform its obligations under the Security Agreement.
Appears in 1 contract
Samples: Security Agreement (United Rentals North America Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Pari Passu Debt for which the undersigned is acting as Authorized Representative pursuant to the Additional Pari Passu Debt Agreement hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Pari Passu Debt, each other existing and future Authorized Representative and each current and future Pari Passu Secured Party and as a Note, and condition to being treated as Pari Passu Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all First Lien Pari Passu Obligations will be and are secured equally and ratably by all First Pari Passu Liens at any time granted by the Company Issuer or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Pari Passu Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Pari Passu Debt, and that all such First Pari Passu Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations Secured Parties 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 Pari Passu Debt if the Security Documents in respect thereof prohibit the applicable Authorized Representative from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Pari Passu Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Authorize d Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Pari Passu Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofPari Passu Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Pari Passu Lien Debt for which the undersigned is acting as Pari Passu Lien Representative, hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Pari Passu Lien Debt and each other existing and future Pari Passu Lien Representative and as a Note, and condition to being treated as Pari Passu Lien Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Pari Passu Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Pari Passu Liens at any time granted by the Company or any other Grantor Subsidiary Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Pari Passu Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Pari Passu Lien Debt, and that all such First Pari Passu Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Pari Passu Lien Obligations equally Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Pari Passu Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Pari Passu Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Pari Passu Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofPari Passu Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, by accepting 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 Priority Lien Debt, Series of Parity Lien Debt and Series of Junior Lien Debt, each existing and future Priority Lien Representative, each other existing and future Parity Lien Representative, each existing and future Junior Lien Representative and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company Issuer or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Parity Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;; and
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative (as defined in the Collateral Agency and Intercreditor Agreementi) in respect of this Indenture are bound by the provisions of this Collateral Trust Joinder and the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Parity Liens and (2ii) the provisions of Section 8.22 thereof; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent Trustee to perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [Option B: to be used if Additional Debt is Priority Lien Debt] The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended 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 enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt, Series of Parity Lien Debt and Series of Junior Lien Debt, each existing and future First Parity Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing and future Second Junior Lien Representative, each other existing and future Priority Lien Representative and as a condition to being treated as Secured Debt under the Collateral Agent.Trust Agreement that:
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each Holder, by accepting a Note, and the Trustee hereby agrees that:
(a) all First Lien Super Senior Obligations will be and are secured equally and ratably by all First Super Senior Liens at any time granted by the Company Issuer or any other Grantor to the Collateral Agent to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of under this IndentureIndenture and the other Note Documents, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Super Senior Debt, and that all such First Super Senior Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations Super Senior Secured Parties 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 agree to be bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Super Senior Liens relative to the Junior Liens and the order of application of proceeds from enforcement of First Super Senior Liens and (2) relative to the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent it consents to and direct directs the Collateral Agent to perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents; and
(d) to the extent any provision of this Indenture conflicts with the Intercreditor Agreement, that the Intercreditor Agreement shall govern and control. All defined terms used in the forgoing provisions of this Section 18.19 and this paragraph but not otherwise defined herein are as defined in the Intercreditor Agreement. The foregoing provisions of this Section 10.02 18.19 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each current and future Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
: (a) as provided by Section 2.2 of the Collateral Trust Agreement, all First Lien Secured Obligations will be and are secured equally and ratably by all First Priority 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 Indentureany Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Secured Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations Secured Parties equally and ratably;
ratably provided however, that notwithstanding the foregoing, (bx) this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Trustee and each of the Holders Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect benefit 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 a Lien on such asset or property and (2y) this provision will not be violated with respect to any particular Hedging Obligations or Banking Services Obligations if the provisions Hedge Agreement or agreement giving rise to Banking Services Obligations prohibits the applicable Hedge Provider or Banking Services Provider from accepting the benefit of Section 8.22 thereof; and
(c) that a Lien on any particular asset or property or such Hedge Provider or Banking Services Provider otherwise expressly declines in writing to accept the Trustee and each benefit 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.on such asset or property;
Appears in 1 contract
Samples: Indenture (Endo International PLC)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, by accepting a Noteon behalf of itself and each holder of ABL Debt Obligations for which the undersigned is acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Trustee Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Noteholder Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Noteholder Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as [Secured Debt Representative][Noteholder Collateral Agent] hereby agrees agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that:
(a) all First Noteholder Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Noteholder Liens at any time granted by the Company Initial Grantors or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Noteholder Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Noteholder Lien Debt, and that all such First Noteholder Liens will be enforceable by the Noteholder Collateral Agent with respect to such Series of Noteholder Lien Debt for the benefit of all holders of First Noteholder Lien Obligations equally Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Noteholder Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture [Secured Debt Representative] are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Noteholder Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereofNoteholder Liens; and
(c) that the Trustee New Representative and each holder of Obligations in respect of the Holders consent to and direct Series of Noteholder Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Noteholder Collateral Agent and consents to perform the Collateral Agent’s obligations under terms of the Collateral Agency and Intercreditor Agreement and the other Security Documents. The foregoing provisions of this Section 10.02 are intended for performance by the enforceable benefit Noteholder Collateral Agent of, and will be enforceable as a third party beneficiary bydirects the Noteholder Collateral Agent to perform, 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 its obligations under the Intercreditor Agreement and the Noteholder Collateral AgentAgency Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Dominion Textile (Usa), L.L.C.)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, by accepting a Noteon behalf of itself and each holder of such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative, and the Trustee hereby agrees thatagrees:
(a) for the enforceable benefit of all First holders of each existing and future Series of Parity Lien Debt and each existing and future Parity Lien Representative, that all Parity Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Parity Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Parity Lien Debt, 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 Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally Equally and ratablyRatably;
(b) for the Trustee enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of the Holders Obligations in respect of such Series of Parity Lien Debt for which the Obligations (undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from enforcement of First Liens and (2) the provisions of Section 8.22 thereof; andParity Liens;
(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, of all holders of each existing and future Series of First Permitted Priority Debt and Series of Parity Lien Debt, Debt and each existing and future First Permitted Priority Lien Representative and Parity Lien Representative, that the holders of Obligations in respect of such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Intercreditor Agreement (whether now in existence or entered into in the future), including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens as set forth therein; and
(d) that it consents to and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the other Security Documents (including the Intercreditor Agreement). [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative, hereby agrees:
(a) for the enforceable benefit of all holders of each existing and future series Series of Second Junior Lien Debt, Debt and Series of Parity Lien Debt and each existing and future Second Junior Lien Representative and Parity Lien Representative, that all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral AgentTrustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;
(b) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of Obligations in respect of such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens;
(c) for the enforceable benefit of all holders of each existing and future Series of Junior Lien Debt, Series of Parity Lien Debt and Series of Permitted Priority Debt and each existing and future Junior Lien Representative, Parity Lien Representative and Permitted Priority Lien Representative, that the holders of Obligations in respect of such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Intercreditor Agreement (whether now in existence or entered into in the future), including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens as set forth therein; and
(d) that it consents to and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the other Security Documents (including the Intercreditor Agreement).
Appears in 1 contract
Samples: Collateral Trust Agreement (Leap Wireless International Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting 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 enforceable benefit of all holders of each existing and future Series of Priority Lien Debt and each other existing and future Priority Lien Representative and as a Note, and condition to being treated as Priority Lien Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Priority Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Priority Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Priority Lien Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Priority Lien Obligations equally Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Priority Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Priority Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofPriority Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt constitutes Priority Debt] The undersigned New Representative, by accepting a Noteon behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as [Administrative Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Trustee Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes Second Lien Substitute Facility] for which the undersigned is acting as [Secured Debt Representative][Second Lien Collateral Trustee] hereby agrees agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that:
(a) all First Second Lien Obligations will be and are secured equally and ratably by all First Second Liens at any time granted by the Company Borrowers or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Second Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Second Lien Debt, and that all such First Second Liens will be enforceable by the Second Lien Collateral Agent Trustee with respect to such Series of Second Lien Debt for the benefit of all holders of First Second Lien Obligations Secured Parties equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Second Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture [Secured Debt Representative] are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and Second Liens and the order of application of proceeds from enforcement of First Priority Liens and (2) the provisions of Section 8.22 thereofSecond Liens; and
(c) that the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Second Lien Collateral Trustee and each consents to the terms 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 performance by the enforceable benefit Second Lien Collateral Trustee 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 directs the Second Lien DebtCollateral Trustee to perform, each existing its obligations under the Intercreditor Agreement and future the Second Lien Representative and the Collateral AgentTrust Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Samples: Intercreditor Agreement (Breitburn Energy Partners LP)
Lien Sharing and Priority Confirmation. Each Holder, by accepting a NoteLender party to this Agreement, and the Trustee Administrative Agent on behalf of the Lenders, hereby agrees agree 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 Borrower or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Pari Passu Intercreditor Agreement) in respect of this IndentureAgreement and the Loan Documents, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Pari Passu Intercreditor Agreement) in respect of this Indenture Agreement and the Loan Documents 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 Administrative Agent and each of the Holders Lenders in respect of the Obligations (as defined in the Collateral Agency and Pari Passu Intercreditor Agreement) in respect of this Indenture Agreement and the Loan Documents represented thereby are bound by the provisions of the Collateral Agency and Pari Passu 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 thereofLiens; and
(c) that the Trustee Administrative Agent and each of the Holders Lenders consent to and direct the Collateral Agent to perform the Collateral Agent’s obligations under the Collateral Agency and Pari Passu Intercreditor Agreement and the other Security Documents. The foregoing provisions of this Section 10.02 9.20 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 representative of First Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing and future Second Lien Representative Debt and the Collateral Agent.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Secured Party hereby agrees, by accepting for the enforceable benefit of each current and future Priority Lien Representative, each current and future Junior Lien Representative, each current and future Priority Lien Secured Party and each current and future Junior Lien Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Agency Agreement that:
(a) all First [Priority Lien Obligations Obligations] [Junior Lien Obligations] will be and are secured equally and ratably by all First Liens [Priority Liens] [Junior Liens] at any time granted by the Company Issuers or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of [Priority Lien Debt] [Junior Lien Debt], whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture [Priority Lien Debt] [Junior Lien Debt], and that all such First Liens [Priority Liens] [Junior Liens] will be enforceable by the Collateral Agent for the benefit of all holders of First [Priority Lien Obligations Secured Parties] [Junior Lien Secured Parties] equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of [Priority Lien Debt] [[Junior Lien Debt] for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture [Priority Lien Representative] [Junior Lien Representative] are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Liens [Priority Liens] [Junior Liens] and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereof[Priority Liens] [Junior Liens]; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to shall perform the Collateral Agent’s its 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting 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 Debt Representative hereby agrees, for the enforceable benefit of all holders of each present and future Series of Parity Lien Debt, each other present and future Parity Lien Debt Representative and each present and future holder of Parity Lien Obligations and as a Note, and condition to being treated as Parity Lien Obligations under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Parity Lien Obligations will be and are secured equally and ratably by all First Parity Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Parity Lien Debt, and that all such First Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Parity Lien Obligations equally and ratably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Parity Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Parity Lien Debt Representative are bound by the provisions of the this Collateral Agency and Intercreditor AgreementTrust Joinder, including without limitation (1) the provisions relating to the ranking of First Parity Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofParity Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Parity Lien 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.
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Authorized Representative, by accepting a Noteon behalf of itself and each Person to which such Series of Pari Passu Obligations are owed from time to time (together with the New Authorized Representative, the “New Pari Passu Secured Parties”), hereby agrees, for the enforceable benefit of all existing and the Trustee hereby agrees future Authorized Representative and each existing and future other Pari Passu Secured Party, that:
(a) all First Lien Pari Passu Obligations will be and are secured equally and ratably by all First Liens granted to the Pari Passu Collateral Agent on the Pari Passu Collateral, for the benefit of the Pari Passu Secured Parties, which are 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 IndenturePari Passu Obligations, 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 on the Pari Passu Collateral granted pursuant to the Collateral Agreements will be enforceable by the Pari Passu Collateral Agent for the benefit of all holders of First Lien Obligations Pari Passu Secured Parties equally and ratably, in each case, pursuant to and subject to the terms of the Intercreditor Agreement;
(b) the Trustee New Authorized Representative 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 other New Pari Passu Secured Party is bound by the terms, conditions and provisions of the Intercreditor Agreement and the Collateral Agency and Intercreditor AgreementAgreements, including including, without limitation (1) limitation, the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; 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.
Appears in 1 contract
Samples: Priority Lien Intercreditor Agreement (Comstock Oil & Gas, LP)
Lien Sharing and Priority Confirmation. Each Holder[The undersigned New Representative, by accepting a Noteon behalf of itself and each holder of obligations in respect of the Additional Parity Lien Facility (together with the Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future Additional Authorized Representatives, each existing and future Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Trustee hereby agrees Collateral Trust Agreement that:
(a) all First Lien Secured Obligations will be and are secured equally and ratably by all First Transaction Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, which are at any time granted by the Company or any other Grantor to secure any Secured 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 Additional Parity Lien Facility, and that all such First Transaction Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Secured Obligations equally and ratably;ratably as contemplated by the Collateral Trust Agreement; 1NTD: Designation of junior priority debt to be accompanied by appropriate amendments and entry into appropriate intercreditor agreements.
(b) the Trustee New Representative 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 other New Secured Party is bound by the terms, conditions and provisions of the Collateral Agency and Intercreditor Trust Agreement, including the Intercreditor Agreement and the Security Documents, including, without limitation (1) limitation, the provisions relating to the ranking of First Transaction Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofTransaction Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to New Representative shall perform the Collateral Agent’s its obligations under the Collateral Agency and Trust Agreement, the Intercreditor Agreement and the other Security Documents. Documents.]2 or [The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended itself and each holder of obligations in respect of the junior lien debt (the “Junior Lien Debt”) (together with the Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Lien DebtAdditional Authorized Representatives, each existing and future First Lien Representative, all holders of Trustee and each existing and future series Secured Party, and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that:
(a) all junior Obligations will be and are secured on a junior lien basis by all Transaction Liens granted to the Collateral Trustee, for the benefit of Second the Secured Parties, which are at any time granted by any Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such Junior Lien Debt, each existing and future Second Lien that all Transaction Liens granted pursuant to the Security Documents will be enforceable by the Collateral Trustee for the benefit of all holders of junior Obligations on a junior lien basis 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 Agent.Trust Agreement, the Intercreditor Agreement and the Security Documents, including, without limitation, the provisions relating to the ranking of Transaction Liens and the order of application of proceeds from the enforcement of Transaction Liens; and
(c) the New Representative shall perform its obligations under the Collateral Trust Agreement, the Intercreditor Agreement and the Security Documents.]3
Appears in 1 contract
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting on behalf of itself and each holder of Obligations in respect of the Series of Secured Debt for which the undersigned is acting as Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each current and future Secured Party and as a Note, and condition to being treated as Secured Debt under the Trustee hereby agrees Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all First Lien Secured Obligations will be and are secured equally and ratably by all First Priority 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 Indentureany Series of Secured Debt, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect Series of this Indenture Secured Debt, and that all such First Priority Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Lien Obligations Secured Parties equally and ratablyratably provided however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Secured Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Secured Debt Representative are bound by the provisions of the Collateral Agency and Intercreditor this Agreement, including without limitation (1) the provisions relating to the ranking of First Priority Liens and the order of application of proceeds from the enforcement of First Liens Priority Liens;
(c) it reaffirms the appointment of and (2) appoints Wilmington Trust, National Association to serve as Collateral Trustee under the provisions of Section 8.22 thereofCollateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and
(cd) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Samples: Second Lien Collateral Trust Agreement (Endo International PLC)
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 DebtXxxx Xxxx, 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.
Appears in 1 contract
Samples: Indenture (Calpine Corp)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned Additional Second Lien Agent, by accepting on behalf of itself and each holder of the Additional Second Lien Obligations for which the undersigned is acting as Additional Second Lien Agent hereby agrees, for the enforceable benefit of all Secured Parties and as a Note, and condition to being treated as Secured Obligations under the Trustee hereby agrees Security Agreement that:
(a) [except with respect to any limitations or exclusions as may be agreed with respect to the Collateral and Liens for the Additional Second Lien Obligations and specified in this Supplement or another agreement,] all First Lien Secured Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company any Grantor or any other Grantor successor company to secure any Secured Obligations (as defined in on 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 Secured Obligations, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations Secured Parties equally and ratably;
(b) the Trustee Additional Second Lien Agent and each of Secured Party for which the Holders in respect of the Obligations (undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Additional Second Lien Agent are bound by the provisions of the Collateral Agency and Intercreditor Security Agreement, including without limitation (1) the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofLiens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to perform shall be the Additional Secured Parties’ collateral agent as provided in Section 20 of the Security Agreement [and Section [ ] of the Additional Second Lien Document]; and
(d) the Collateral Agent’s Agent shall perform its 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 AgentAgreement.
Appears in 1 contract
Samples: Security Agreement (United Rentals North America Inc)
Lien Sharing and Priority Confirmation. Each HolderThe undersigned New Representative, by accepting a Noteon behalf of itself and each holder of such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative, and the Trustee hereby agrees thatagrees:
(a) for the enforceable benefit of all First holders of each existing and future Series of Junior Lien Debt and Series of Parity Lien Debt and each existing and future Junior Lien Representative and Parity Lien Representative, that all Junior Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Junior Liens at any time granted by the Company or any other Grantor Guarantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenturesuch Series of Junior Lien Debt, 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 Junior Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Junior Lien Obligations equally Equally and ratablyRatably;
(b) for the Trustee enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt and each existing and future Parity Lien Representative and Junior Lien Representative, that the holders of the Holders Obligations in respect of such Series of Junior Lien Debt for which the Obligations (undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Junior Lien Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Junior Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofJunior Liens; and
(c) that the Trustee and each of the Holders consent it consents to and direct directs the Collateral Agent Trustee to perform the Collateral Agent’s its obligations under the Collateral Agency and Intercreditor Trust 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.
Appears in 1 contract
Samples: Collateral Trust Joinder (Terremark Worldwide Inc.)
Lien Sharing and Priority Confirmation. Each Holder[Option A: to be used if Additional Debt is Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Priority Lien Debt and Second Lien Debt, each current and future Priority Debt Representative, each other current and future Second Lien Debt Representative and each current and future Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt Represented by accepting a Note, it being treated as Secured Debt under the Collateral Trust Agreement and the Trustee hereby agrees other Security Documents that:
(a) as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all First Second Lien Obligations will be and are secured equally Equally and ratably Ratably by all First Second Liens at any time granted by the Company Borrower or any other Grantor Obligor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indentureany Series of Second Lien Debt, 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 Second Liens will be enforceable by the Collateral Agent Trustee for the benefit of all holders of First Second Lien Obligations equally Secured Parties Equally and ratablyRatably;
(b) the Trustee New Representative and each holder of the Holders Obligations in respect of the Obligations (Series of Second Lien Debt for which the undersigned is acting as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Indenture Second Lien Debt Representative are bound by the provisions of the Collateral Agency and Intercreditor Trust Agreement, including without limitation (1) the provisions relating to the ranking of First Second Liens and the order of application of proceeds from the enforcement of First Liens and (2) the provisions of Section 8.22 thereofSecond Liens; and
(c) that the Trustee and each of the Holders consent to and direct the Collateral Agent to Trustee shall perform its obligations under and in accordance with the Collateral Agent’s obligations under the Collateral Agency and Intercreditor Trust Agreement and the other Security Documents. [Option B: to be used if Additional Debt is Priority Lien Debt] [The foregoing provisions undersigned New Representative, on behalf of this Section 10.02 are intended itself and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Debt Representative, hereby agrees, for the enforceable benefit of, and will be enforceable as a third party beneficiary by, of all holders of each existing and future Series of First Priority Lien Debt, each existing Debt and future First Lien Representative, all holders of each existing and future series of Second Lien Debt, each existing current and future Second Lien Debt Representative, each other existing and future Priority Debt Representative and each current and future Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt represented by it being treated as Secured Debt under the Collateral AgentTrust Agreement and other Security Documents that:
(a) as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured Equally and Ratably by all Priority Liens at any time granted by the Borrowers or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under and in accordance with the Collateral Trust Agreement and the other Security Documents.]
Appears in 1 contract
