Common use of Collateral Shared Equally and Ratably within Class Clause in Contracts

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Junior Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Issuers or any other Grantor 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 Agent for the benefit of all Junior 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 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2) all 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 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 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the equal and ratable benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Parity Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Junior Parity Lien Obligations, Obligations the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) all Junior Parity Lien Obligations will be and are secured equally and ratably by all Junior Parity Liens at any time granted by the Issuers Borrower or any other Grantor to secure any Obligations in respect of any Series of Junior Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Parity Lien Debt, and that all such Junior Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Junior Parity 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 Junior Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Parity 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers Borrower or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt (and any Secured Hedging Obligations and Secured Cash Management Obligations related to such Series of Priority Lien Debt), whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt (and any Secured Hedging Obligations and Secured Cash Management Obligations related to such Series of Priority Lien Debt), and that all such Priority Liens will be enforceable by the Collateral Agent 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 (y) this provision will not be violated with respect to any particular Secured Hedging Obligations or Bank Product Secured Cash Management Obligations if the applicable Hedge related Secured Hedging Agreement or Bank Product Agreement Secured Cash Management Agreement, as applicable, prohibits the applicable Hedge Provider Bank or Bank Product Provider Cash Management Bank, as applicable, from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider Bank or Bank Product Provider Cash Management Bank, as applicable, otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.3.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Junior Lien Obligations, Obligations the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Issuers or any other Grantor 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 Agent for the benefit of all Junior Lien Secured Parties 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2) all 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 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 Agent for the benefit of all Priority Lien Secured Parties equally and ratably, provided, 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.3.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCCUCC or any other applicable law, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent preference, fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations or the Junior Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, and it is the intent of the parties that, and the parties each party hereto agree agrees for themselves itself and the Junior Lien Secured Parties and Priority First Lien Secured Parties (as applicable) represented by them it that: (1a) all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Issuers Borrower or any other Grantor 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 Agent Trustee for the benefit of all Junior 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 Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Debt 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 applicable Hedge Agreement or Bank Product Agreement prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of such Lien, 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“Junior Declined Lien”); and (2b) all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Issuers Borrower or any other Grantor 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 First Lien Debt, and that all such Priority First Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Priority First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Priority First Lien Debt 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 such Lien, a “First Lien Declined Lien”; any such First Lien Declined Lien or Bank Product Obligations if Junior Declined Lien, as the applicable Hedge Agreement or Bank Product Agreement prohibits the applicable Hedge Provider or Bank Product Provider from accepting the benefit of context may require, 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; “Declined Lien”). It is understood and agreed that nothing in this Section 2.9 2.09 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.03.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCCUCC or any other applicable law, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations or the Junior Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other Grantor, and it is the intent of the parties that, and the parties each party hereto agree agrees for themselves itself and the Junior Lien Secured Parties and Priority First Lien Secured Parties (as applicable) represented by them it that: (1a) all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Issuers Borrower or any other Grantor 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 Agent Trustee for the benefit of all Junior 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 Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Debt 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2b) all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Issuers Borrower or any other Grantor 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 First Lien Debt, and that all such Priority First Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Priority First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Priority First Lien Debt 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; . It is understood and agreed that nothing in this Section 2.9 2.12 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.06.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Parity Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Junior Parity Lien Obligations, Obligations the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other GrantorGuarantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) all Junior Parity Lien Obligations will be and are secured equally and ratably by all Junior Parity Liens at any time granted by the Issuers Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Junior Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Parity Lien Debt, and that all such Junior Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Junior Parity Lien Secured Parties 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 Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Parity 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Priority Lien DebtDebt or Priority Lien Obligations, 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 Agent Trustee for the benefit of all Priority Lien Secured Parties equally and ratably, provided, ; 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 Additional Priority Lien Obligations if a Specified Hedge Agreement, Secured Commodities Agreement or Designated Coal Contract, as applicable, prohibit the applicable Hedge Agreement or Bank Product Agreement prohibits the applicable Lender Counterparty, Commodities Hedge Provider or Bank Product Provider Designated Coal Contract Counterparty from accepting the benefit of a Lien on any particular asset or property or such Lender Counterparty, Commodities Hedge Provider or Bank Product Provider Designated Coal Contract Counterparty otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.3.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCCUCC or any other applicable law, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Obligation or Junior Parity Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Obligations or the Junior Parity Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other GrantorGuarantor, and it is the intent of the parties that, and the parties each party hereto agree agrees for themselves itself and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties (as applicable) represented by them it that: (1a) all Junior Parity Lien Obligations will be and are secured equally and ratably by all Junior Parity Liens at any time granted by the Issuers Borrower or any other Grantor Guarantor 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 Parity Lien Debt, and that all such Junior Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Junior Parity 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 Junior Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Parity 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2b) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers Borrower or any other Grantor 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 32 US-DOCS\104188909.12 enforceable by the Collateral Agent 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 (y) this provision will not be violated with respect to any particular Hedging Obligations or Bank Product Obligations if the applicable Hedge Agreement or Bank Product Agreement prohibits 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; . It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.3.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent Trustee for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Priority Lien Debt or Series of Junior Parity Lien Debt or the time of incurrence of any other Priority Lien Debt Obligation or Junior Parity Lien Debt Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority Lien Debt Obligations or the Junior Parity Lien Obligations, Debt Obligations the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Borrower or any other GrantorGuarantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Junior Parity Lien Secured Parties and Priority Lien Secured Parties represented by them that: (1) all Junior Parity Lien Debt Obligations will be and are secured equally and ratably by all Junior Parity Liens at any time granted by the Issuers Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Junior Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Junior Parity Lien Debt, and that all such Junior Parity Liens will be enforceable by the Collateral Agent Trustee for the benefit of all Junior Parity Lien Secured Parties 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 Parity Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Parity 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2) all Priority Lien Debt Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Issuers Borrower or any other Grantor 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 Agent Trustee for the benefit of all Priority Lien Secured Parties equally and ratably, provided, 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 applicable Hedge Agreement or agreement giving rise to Bank Product Agreement prohibits Obligations 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; It is understood and agreed that nothing in this Section 2.9 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.3.

Collateral Shared Equally and Ratably within Class. The parties to this Agreement agree that the payment and satisfaction of all of the Secured Obligations within each Class will be secured equally and ratably by the Liens established in favor of the Collateral Agent for the benefit of the Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Secured Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Secured Obligations within such Class and notwithstanding any provision of the UCCUCC or any other applicable law, the time of incurrence of any Series of Priority First Lien Debt or Series of Junior Lien Debt or the time of incurrence of any other Priority First Lien Obligation or Junior Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Priority First Lien Obligations or the Junior Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuers Company or any other Grantor, and it is the intent of the parties that, and the parties each party hereto agree agrees for themselves itself and the Junior Lien Secured Parties and Priority First Lien Secured Parties (as applicable) represented by them it that: (1a) all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Issuers Company or any other Grantor 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 Agent for the benefit of all Junior 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 Junior Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Junior Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Junior Lien Debt 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; and (2b) all Priority First Lien Obligations will be and are secured equally and ratably by all Priority First Liens at any time granted by the Issuers Company or any other Grantor 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 First Lien Debt, and that all such Priority First Liens will be enforceable by the Collateral Agent for the benefit of all Priority First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable Priority First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such Priority First Lien Debt 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 applicable Hedge Agreement or Bank Product Agreement prohibits 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; . It is understood and agreed that nothing in this Section 2.9 2.12 is intended to alter the priorities among Secured Parties belonging to different Classes as provided in Section 2.3 or in the Crossing Lien Intercreditor Agreement2.06.