Provision for the Second Lien Indenture Clause Samples

Provision for the Second Lien Indenture. “Effective as of the Escrow Release Date, each Holder of Notes, by its acceptance thereof, (a) acknowledges that it has received a copy of the First Lien-Second Lien Intercreditor Agreement, (b) consents to the subordination of Liens (as defined therein) provided for in the First Lien-Second Lien Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the First Lien-Second Lien Intercreditor Agreement and (d) authorizes and instructs the Second Priority Collateral Agent to enter into the First Lien-Second Lien Intercreditor Agreement as the Second Lien Indenture Agent and on behalf of such Holder. The foregoing provisions are intended as an inducement to the lenders under the Senior Credit Facilities to permit the incurrence of Indebtedness under this Indenture and to extend credit to the Issuer and such lenders are intended third party beneficiaries of such provisions.” “Reference is made to the Intercreditor Agreement dated as of [●], 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as First Lien Credit Agreement Agent (as defined therein), and U.S. Bank National Association, as Second Lien Indenture Agent (as defined therein). Each Holder of Notes, by its acceptance thereof, (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Trustee to enter into the Intercreditor Agreement as Second Priority Collateral Agent and on behalf of such Holder. The foregoing provisions are intended as an inducement to the lenders under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Indenture and to extend credit to the Issuer and such lenders are intended third party beneficiaries of such provisions.”