Common use of Lien Sharing and Priority Confirmation Clause in Contracts

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Facility (together with the New Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Representative, each existing and future Representative and each existing and future Secured Party, and as a condition to being treated as Obligations under the Collateral Trust Agreement that: (a) all Obligations will be and are secured equally and ratably by all Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor to secure any Obligations whether or not upon property otherwise constituting collateral for such New Facility, and that all Liens granted pursuant to the Collateral Documents will be enforceable by the Collateral Agent for the benefit of all holders of Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral Documents, including, without limitation, the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens; and (c) the New Representative shall perform its obligations under the Collateral Trust Agreement and the Collateral Documents.

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Additional Secured Debt Facility (together with the New Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Additional Authorized Representative, each existing and future Representative Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that: (a) all Secured Obligations will be and are secured equally and ratably by all Transaction Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such New Additional Secured Debt Facility, and that all Transaction Liens granted pursuant to the Collateral Security Documents will be enforceable by the Collateral Agent for the benefit of all holders of Secured Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral 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 and the Collateral Security Documents.

Lien Sharing and Priority Confirmation. [The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Additional Parity Lien Facility (together with the New Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New RepresentativeAdditional Authorized Representatives, each existing and future Representative Credit Agreement Administrative Agent, each existing and future Trustee and each existing and future Secured Party, and as a condition to being treated as Parity Lien Obligations under the Collateral Trust Agreement that: (a) all Parity Lien Obligations will be and are secured equally and ratably by all Transaction Liens granted to the Collateral AgentTrustee, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral for such New Additional Parity Lien Facility, and that all Transaction Liens granted pursuant to the Collateral Security Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral 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 and the Collateral Documents.Security Documents.][1]

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Additional Secured Debt Facility (together with the New RepresentativeAdditional Authorized Representatives, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New RepresentativeAdditional Authorized Representatives, each existing and future Representative Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that: (a) all Secured Obligations will be and are secured equally and ratably by all Transaction Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such New Additional Secured Debt Facility, and that all Transaction Liens granted pursuant to the Collateral Security Documents will be enforceable by the Collateral Agent for the benefit of all holders of Secured Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral 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 and the Collateral Security Documents.

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Additional Secured Debt Facility (together with the New Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Additional Authorized Representative, each existing and future Representative Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that: (a) all Secured Obligations will be and are secured equally and ratably by all Transaction Liens granted to the Collateral AgentTrustee, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such New Additional Secured Debt Facility, and that all Transaction Liens granted pursuant to the Collateral Security Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of Secured Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Collateral 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 ABL Intercreditor Agreement and the Collateral Security Documents.

Lien Sharing and Priority Confirmation. The undersigned New Authorized Representative, on behalf of itself and each holder of obligations in respect of the other New Facility (together with the New Representative, the “New Second Lien Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New Representative, each existing and future Authorized Representative and each existing and future other Second Lien Secured Party, and as a condition to being treated as Obligations under the Collateral Trust Agreement that: (a) all Second Lien Obligations will be and are secured equally and ratably by all Liens granted to on the Shared Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to the Second Lien Agent to secure any Obligations whether or not upon property otherwise constituting collateral for such New FacilitySecond Lien Obligations, and that all Liens on the Shared Collateral granted pursuant to the Collateral Second Lien Security Documents will be enforceable by the Collateral Second Lien Agent for the benefit of all holders of Obligations Second Lien Secured Parties equally and ratably as contemplated by ratably, in each case, pursuant to and subject to the Collateral Trust terms of the Intercreditor Agreement; (b) the New Authorized Representative and each other New Second Lien Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Intercreditor Agreement, the Senior Lien Intercreditor Agreement and the Collateral Second Lien Security Documents, including, without limitation, the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens; and (c) the New Authorized Representative shall perform its obligations under the Collateral Trust Intercreditor Agreement, the Senior Lien Intercreditor Agreement and the Collateral Second Lien Security Documents.

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the New Additional Parity Lien Facility (together with the New Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future New RepresentativeAdditional Authorized Representatives, each existing and future Representative Trustee and each existing and future Secured Party, and as a condition to being treated as Secured Obligations under the Collateral Trust Agreement that: (a) all Secured Obligations will be and are secured equally and ratably by all Transaction Liens granted to the Collateral AgentTrustee, for the benefit of the Secured Parties, which are at any time granted by any Trustor Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such New Additional Parity Lien Facility, and that all Transaction Liens granted pursuant to the Collateral Security Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of Secured Obligations equally and ratably as contemplated by the Collateral Trust Agreement; (b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement, the Intercreditor Agreement and the Collateral 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 Collateral Security Documents.

Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations Obligations in respect of the New Facility (together with Series of Secured Debt for which the New Representative, the “New undersigned is acting as Secured Parties”), Debt Representative hereby agrees, for the enforceable benefit of all existing and future New Representative, holders of each existing and future Series of Secured Debt, each other existing and future Secured Debt Representative and each existing and future Secured Party, holder of Permitted Prior Liens and as a condition to being treated as Obligations Secured Debt under the Collateral Trust Agreement that: (a) all Secured Debt Obligations will be and are secured equally Equally and ratably Ratably by all Secured Debt Liens granted to the Collateral Agent, for the benefit of the Secured Parties, which are at any time granted by any Trustor Issuer or any Guarantor to secure any Obligations in respect of any Series of Secured Debt, whether or not upon property otherwise constituting collateral for such New FacilitySeries of Secured Debt, and that all such Secured Debt Liens granted pursuant to the Collateral Documents will be enforceable by the Collateral Agent Trustee for the benefit of all holders of Secured Debt Obligations equally Equally and ratably as contemplated by the Collateral Trust AgreementRatably; (b) the New Representative and each other New holder of Obligations in respect of the Series of Secured Party Debt for which the undersigned is acting as Secured Debt Representative are bound by the terms, conditions and provisions of the Collateral Trust Agreement and the Collateral Documentsthis Agreement, including, without limitation, including the provisions relating to the ranking of Secured Debt Liens and the order of application of proceeds from the enforcement of Secured Debt Liens; and (c) the New Representative shall consents to the terms of the Collateral Trust Agreement and the other Security Documents and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the Collateral other Security Documents.