Common use of Ranking of Liens Clause in Contracts

Ranking of Liens. Notwithstanding (a) anything to the contrary contained in the Security Documents; (b) the time of incurrence of any series of Pari Passu Indebtedness; (c) the order or method of attachment or perfection of any Liens securing any series of Pari Passu Indebtedness; (d) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien with Pari Passu Lien Priority upon any Collateral; (e) the time of taking possession or control over any Collateral; (f) that any Lien with Pari Passu Lien Priority may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (g) the rules for determining priority under any law governing relative priorities of Liens, all Liens with Pari Passu Lien Priority granted at any time by the Issuer or any Guarantor, whether or not upon property otherwise constituting Notes Collateral, shall secure, equally and ratably, all present and future Pari Passu Indebtedness, and all such Liens with Pari Passu Lien Priority shall be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness equally and ratably. The provisions in this Section 11.02 are intended for the benefit of, and shall be enforceable as a third-party beneficiary by, each present and future holder of Pari Passu Indebtedness, each present and future Pari Passu Lien Representative and the Collateral Trustee as a holder of Liens with Pari Passu Lien Priority. The Pari Passu Lien Representative of each future series of Pari Passu Indebtedness shall be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and each other Pari Passu Lien Representative at the time of incurrence of such series of Pari Passu Indebtedness. No assets or property of the Issuer or any Restricted Subsidiary shall be pledged to secure any Pari Passu Indebtedness without securing the Notes, the Indenture and the Guarantees. The Trustee, on behalf of itself and the Holders, hereby agrees, for the enforceable benefit of all holders of each existing and future series of Pari Passu Indebtedness and each other existing and future Pari Passu Lien Representative that: (a) all Pari Passu Indebtedness will be and is secured equally and ratably by all Liens with Pari Passu Lien Priority at any time granted by the Issuer or any Guarantor to secure any Obligations in respect of any series of Pari Passu Indebtedness, whether or not upon property otherwise constituting collateral for such series of Pari Passu Indebtedness, and that all such Liens with Pari Passu Lien Priority will be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness equally and ratably; (b) the Trustee and each Holder are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Liens with Pari Passu Lien Priority and the order of application of proceeds from the enforcement of Liens with Pari Passu Lien Priority; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.

Ranking of Liens. Notwithstanding (a) anything to the contrary contained in the Security Documents; (b) the time of incurrence of any series of Pari Passu IndebtednessDebt; (c) the order or method of attachment or perfection of any Liens securing any series of Pari Passu IndebtednessDebt; (d) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien with Pari Passu Lien Priority upon any Collateral; (e) the time of taking possession or control over any Collateral; (f) that any Lien with Pari Passu Lien Priority may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (g) the rules for determining priority under any law governing relative priorities of Liens, all Liens with Pari Passu Lien Priority granted at any time by the Issuer Company or any Subsidiary Guarantor, whether or not upon property otherwise constituting Notes Collateral, shall secure, equally and ratably, all present and future Pari Passu IndebtednessDebt, and all such Liens with Pari Passu Lien Priority shall be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness Debt equally and ratably. The provisions in this Section 11.02 the immediately preceding paragraph are intended for the benefit of, and shall be enforceable as a third-party beneficiary by, each present and future holder of Pari Passu IndebtednessDebt, each present and future Pari Passu Lien Representative and the Collateral Trustee as a holder of Liens with Pari Passu Lien Priority. The Pari Passu Lien Representative of each future series of Pari Passu Indebtedness Debt shall be required to deliver a Collateral Trust Agreement Joinder and a Lien Sharing and Priority Confirmation to the Collateral Trustee and each other Pari Passu Lien Representative at the time of incurrence of such series of Pari Passu IndebtednessDebt. No assets or property of the Issuer Company or any Restricted Subsidiary shall be pledged to secure any other Pari Passu Indebtedness Debt without securing the Notes, the Indenture and the GuaranteesNotes Obligations. The Trustee, on behalf of itself and the Holders, hereby agrees, for the enforceable benefit of all holders of each existing and future series of Pari Passu Indebtedness Debt and each other existing and future Pari Passu Lien Representative that: (a) all Pari Passu Indebtedness Debt will be and is secured equally and ratably by all Liens with Pari Passu Lien Priority at any time granted by the Issuer Company or any Subsidiary Guarantor to secure any Obligations obligations in respect of any series of Pari Passu IndebtednessDebt, whether or not upon property otherwise constituting collateral for such series of Pari Passu IndebtednessCollateral, and that all such Liens with Pari Passu Lien Priority will be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness Debt equally and ratably; (b) the Trustee and each Holder holders of Pari Passu Debt are bound by the provisions of the Collateral Trust AgreementAgreement (and the Intercreditor Agreements), including the provisions relating to the ranking of Liens with Pari Passu Lien Priority and the order of application of proceeds from the enforcement of Liens with Pari Passu Lien Priority; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement Agreement, the Intercreditor Agreements and the other Security Documents.

Ranking of Liens. Notwithstanding (a) Notwithstanding: (1) anything to the contrary contained in the Security Secured Debt Documents; ; (b2) the time of incurrence of any series Series of Pari Passu Indebtedness; Secured Debt; (c3) the order or method of attachment or perfection of any Liens securing any series Series of Pari Passu Indebtedness; Secured Debt; (d4) the time or order of filing or recording of financing statements statements, mortgages or other documents filed or recorded to perfect any Lien with Pari Passu Lien Priority upon any Collateral; ; (e5) the time of taking possession or control over any Collateral; ; (f6) that any Priority Lien with Pari Passu Lien Priority respect to a Collateral Class may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or or (g7) the rules for determining priority under any law governing relative priorities of Liens, all Note Liens with Pari Passu Lien Priority granted on Liquid Collateral at any time granted by the Issuer Company or any GuarantorSubsidiary Guarantor will be subject and subordinate to all Credit Facility Liens on such Liquid Collateral securing Credit Facility Lien Obligations and, whether or not upon property otherwise constituting Notes Collateral, shall secure, equally and ratablyconversely, all present and future Pari Passu Indebtedness, and all such Credit Facility Liens with Pari Passu Lien Priority shall be enforceable on Fixed Collateral at any time granted by the Company or any Subsidiary Guarantor will be subject and subordinate to all Note Liens on such Fixed Collateral Trustee for securing Note Lien Obligations. The Indenture and the benefit Credit Agreement impose limits on the aggregate amount of all holders Note Lien Debt that may be secured by Priority Liens on the Fixed Collateral and the aggregate amount of Pari Passu Indebtedness equally and ratably. Credit Facility Lien Debt that may be secured by Priority Liens on the Liquid Collateral. (b) The provisions in this Section 11.02 2.1(a) are intended for the benefit of, and shall will be enforceable as a third-third party beneficiary by, each present and future holder of Pari Passu IndebtednessPriority Lien Obligations, each present and future Pari Passu Priority Lien Representative and the Priority Lien Collateral Trustee Agent as a holder of Liens Priority Liens, in each case with Pari Passu Lien Priority. The Pari Passu Lien Representative of each future series of Pari Passu Indebtedness shall be required respect to deliver a Lien Sharing and Priority Confirmation to the such Collateral Trustee and each other Pari Passu Lien Representative at the time of incurrence of such series of Pari Passu IndebtednessClass. No assets or property of the Issuer or any Restricted Subsidiary shall be pledged to secure any Pari Passu Indebtedness without securing the Notes, the Indenture and the Guarantees. The Trustee, on behalf of itself and the Holders, hereby agrees, for the enforceable benefit of all holders of each existing and future series of Pari Passu Indebtedness and each other existing and future Pari Passu Lien Representative that: (a) all Pari Passu Indebtedness Person will be and is secured equally and ratably by all Liens with Pari Passu Lien Priority at any time granted by the Issuer or any Guarantor entitled to secure any Obligations in respect of any series of Pari Passu Indebtednessrely on, whether or not upon property otherwise constituting collateral for such series of Pari Passu Indebtedness, and that all such Liens with Pari Passu Lien Priority will be enforceable by the Collateral Trustee for have the benefit of all holders of Pari Passu Indebtedness equally and ratably; (b) the Trustee and each Holder are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Liens with Pari Passu Lien Priority and the order of application of proceeds from the enforcement of Liens with Pari Passu Lien Priority; andor enforce those provisions. (c) In addition, the provisions of this Section 2.1 are intended solely to set forth the relative ranking, as Liens, of the Liens on each Collateral Trustee shall perform its obligations under Class securing Note Lien Debt as against the Liens on such Collateral Trust Agreement and Class securing Credit Facility Lien Debt. Neither the notes nor any other Security DocumentsNote Lien Obligations, nor any Credit Facility Obligations, nor the exercise or enforcement of any right or remedy for the payment or collection thereof are intended to be, or will ever be by reason of the foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced.

Ranking of Liens. Notwithstanding (a) anything to the contrary contained in the Security Documents; (b) , the time of incurrence of any series of Pari Passu Indebtedness; (c) Secured Obligation, the order or method of attachment or perfection of any Liens Lien securing any series of Pari Passu Indebtedness; (d) Secured Obligation, the time or order of filing or recording of financing statements statements, mortgages or other documents filed or recorded to perfect any Lien with Pari Passu Lien Priority upon securing any Collateral; (e) Secured Obligations, the time of taking possession or control over any Collateral; (f) that any Lien with Pari Passu Lien Priority may not have been perfected Collateral or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (g) the rules for determining priority under any law governing relative priorities of Liens, all Liens with Pari Passu Lien Priority granted at any time by the Issuer or any Guarantor, whether or not upon property otherwise constituting Notes Collateral, shall secure, equally and ratably, all present and future Pari Passu Indebtedness, and all such Liens with Pari Passu Lien Priority shall be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness equally and ratably. The provisions in this Section 11.02 are intended for the benefit of, and shall be enforceable as a third-party beneficiary by, each present and future holder of Pari Passu Indebtedness, each present and future Pari Passu Lien Representative and the Collateral Trustee as a holder of Liens with Pari Passu Lien Priority. The Pari Passu Lien Representative of each future series of Pari Passu Indebtedness shall be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and each other Pari Passu Lien Representative at the time of incurrence of such series of Pari Passu Indebtedness. No assets or property of the Issuer or any Restricted Subsidiary shall be pledged to secure any Pari Passu Indebtedness without securing the Notes, the Indenture and the Guarantees. The Trustee, on behalf of itself and the Holders, hereby agrees, for the enforceable benefit of all holders of each existing and future series of Pari Passu Indebtedness and each other existing and future Pari Passu Lien Representative that: (a1) all Pari Passu Indebtedness will be and is secured equally and ratably by all Liens with Pari Passu Lien Priority at any time granted by as security for any Credit Agreement Obligations attaching to any property constituting Note Priority Lien Collateral will be in all respects subject and subordinate to all Liens at any time granted attaching to such property as security for Note Obligations, and (2) all Liens at any time granted as security for any Note Obligations attaching to any property constituting Credit Agreement Priority Lien Collateral will be in all respects subject and subordinate to all Liens at any time granted attaching to such property as security for any Credit Agreement Obligations. If any cash or Cash Equivalents constituting Credit Agreement Priority Lien Collateral are converted into, or invested in, property constituting Note Priority Lien Collateral at any time when the Issuer Trustee has not received written notice from the Credit Agreement Agent or any Guarantor to secure any holder of Credit Agreement Obligations stating that the Indebtedness outstanding under the Credit Agreement has become due and payable in respect of any series of Pari Passu Indebtednessfull (whether at maturity, whether upon acceleration or not upon property otherwise constituting collateral for otherwise) or that such series of Pari Passu Indebtedness, and that all such Liens with Pari Passu Lien Priority will be enforceable by the Collateral Trustee for the benefit of all holders of Pari Passu Indebtedness equally and ratably; (b) the Trustee and each Holder are bound by conversion or investment violates the provisions of the Collateral Trust Credit Agreement, including then concurrently with such conversion or investment all Liens upon such cash or Cash Equivalents or such property securing Credit Agreement Obligations shall lose their priority over, and shall become subject and subordinate to, all Liens securing Note Obligations. If any cash or Cash Equivalents constituting Credit Agreement Priority Lien Collateral are converted into, or invested in, property constituting Note Priority Lien Collateral at any time when the Trustee has received the written notice set forth above, then all Liens upon such cash or Cash Equivalents or such property securing Note Obligations shall remain subject and subordinate to all Liens thereon securing Credit Agreement Obligations. If any cash or Cash Equivalents constituting Note Priority Lien Collateral are converted into, or invested in, property constituting Credit Agreement Priority Lien Collateral at any time when the Credit Agreement Agent has not received written notice from the Trustee or any Holder of Notes stating that the Notes have become due and payable in full (whether at maturity, upon acceleration or otherwise) or that such cash or Cash Equivalents are required by this Indenture to be deposited in an Asset Sale Proceeds Account or that such conversion or investment violates the provisions relating of this Indenture, then concurrently with such conversion or investment all Liens upon such cash or Cash Equivalents or such property securing Note Obligations shall lose their priority over, and shall become subject and subordinate to, all Liens securing Credit Agreement Obligations. If any cash or Cash Equivalents constituting Note Priority Lien Collateral are converted into, or invested in, property constituting Credit Agreement Priority Lien Collateral at any time when the Credit Agreement Agent has received the written notice set forth above, then all Liens upon such cash or Cash Equivalents or such property securing Credit Agreement Obligations shall remain subject and subordinate to the ranking of all Liens with Pari Passu Lien Priority and the order of application of proceeds from the enforcement of Liens with Pari Passu Lien Priority; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documentsthereon securing Note Obligations.