Common use of Collateral Shared Equally and Ratably Clause in Contracts

Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured Parties, notwithstanding the time of incurrence of any Parity Lien Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Debt or the time of incurrence of any other 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 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all 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 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 or property.

Collateral Shared Equally and Ratably. The Subject to Section 4.4, the parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Secured Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured PartiesParties under the Security Documents, notwithstanding the time of incurrence of any Parity Lien Secured Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Secured Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Secured Debt or the time of incurrence of any other Parity Lien Secured 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 Parity Lien Obligations, Secured Obligations or 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, that all Parity Lien Secured Obligations will be and are secured equally and ratably by all Parity Priority Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Secured Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all 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 Parity Lien Secured Debt if the Parity Lien Secured Debt Documents in respect thereof prohibit the applicable Authorized Representative Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative 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 prohibit 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.

Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee Agent for the benefit of the Secured Parties, notwithstanding the time of incurrence of any Parity Lien Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Debt or the time of incurrence of any other 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 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee Agent for the benefit of all 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 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 or property.;

Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Parity Lien Secured Parties, notwithstanding the time of incurrence of any Parity Lien Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Debt or the time of incurrence of any other 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 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Priority Lien Secured Parties represented by them that, all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien Secured Parties equally and ratably; provided, however, that 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 Authorized Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Authorized Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property.

Collateral Shared Equally and Ratably. The Subject to Section 4.4, the parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Secured Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured PartiesParties under the Security Documents, notwithstanding the time of incurrence of any Parity Lien Secured Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Secured Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Secured Debt or the time of incurrence of any other Parity Lien Secured 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 Parity Lien Obligations, Secured Obligations or 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, that all Parity Lien Secured Obligations will be and are secured equally and ratably by all Parity Priority Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Secured Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all 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 Parity Lien Secured Debt if the Parity Lien Secured Debt Documents in respect thereof prohibit the applicable Authorized Representative Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative 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 prohibit 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; provided, further, that the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral will be applied in accordance with Section 3.4.

Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Obligations will be secured secured, subject to Section 3.4 of this Agreement, equally and ratably by the Liens Parity Lien established in favor of the Collateral Trustee for the benefit of the Parity Lien Secured PartiesParties (but, for the avoidance of doubt, subject to the application of proceeds set forth in Section 3.4), notwithstanding the time of incurrence of any Parity Lien Obligations or the date, time, time or method or order of grant, attachment creation or perfection of any Parity Liens securing such Parity Lien Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Debt or the time of incurrence of any other Parity Lien Obligation, UCC 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 Parity Lien Obligations, the subordination of such Liens to any other Liens, Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced against the Issuer, Co-Issuer Company or any other Grantor, subject to the application of proceeds set forth in Section 3.4, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Issuer, Co-Issuer Company or any other Grantor to secure any Obligations in respect of any Series of Parity Lien DebtObligations, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligations, and subject to the application of proceeds set forth in Section 3.4 that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all Parity Lien 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 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 or property.

Collateral Shared Equally and Ratably. The Subject to Section 4.4, the parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Secured Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for its benefit and for the ratable benefit of the other Secured PartiesParties under the Security Documents, notwithstanding the time of incurrence of any Parity Lien Secured Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Secured Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Secured Debt or the time of incurrence of any other Parity Lien Secured 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 Parity Lien Obligations, Secured Obligations or 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, that all Parity Lien Secured Obligations will be and are secured equally and ratably by all Parity Priority Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Secured Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for its benefit and for the ratable benefit of all other Secured Parties equally and ratably; provided, 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 Secured Debt if the Parity Lien Secured Debt Documents in respect thereof prohibit the applicable Authorized Representative Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property.

Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Parity Pari Passu Lien Obligations within each Class will be secured equally and ratably by the Pari Passu Liens established in favor of the Collateral Trustee for the benefit of the Pari Passu Lien Secured PartiesParties belonging to such Class, notwithstanding the time of incurrence of any Parity Pari Passu Lien Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Pari Passu Lien Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Pari Passu Lien Debt or the time of incurrence of any other Parity Pari Passu 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 Parity Pari Passu Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency action or Liquidation Proceeding proceeding under any Debtor Relief Laws has been commenced against the Issuer, Co-Issuer Borrower or any other Grantor, it Guarantor. It is the intent of the parties that, and the parties hereto agree for themselves and for the Pari Passu Lien Secured Parties represented by them that, that all Parity Pari Passu Lien Obligations will be and are secured equally and ratably by all Parity Pari Passu Liens at any time granted by the Issuer, Co-Issuer Borrower or any other Grantor Guarantor to secure any Obligations in respect of any Series of Parity Pari Passu Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Pari Passu Lien Debt, and that all such Parity Pari Passu Liens will be enforceable by the Collateral Trustee for the benefit of all Pari Passu Lien 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 Pari Passu Lien Debt if the Parity Pari Passu Lien Documents in respect thereof prohibit the applicable Authorized Pari Passu Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Authorized Pari Passu Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; provided, further, Liens on the Excluded Collateral will be held by the Administrative Agent solely for the benefit of the Pari Passu Lien Secured Parties that are Fronting Arrangers (as defined in the Credit Agreement), and Liens on any other Collateral will be held by the Collateral Trustee for the benefit of all Pari Passu Lien Secured Parties.

Collateral Shared Equally and Ratably. The Subject to Section 4.4, the parties to this Agreement agree that the payment and satisfaction of all of the Parity Lien Secured Obligations will be secured equally and ratably by the Liens established in favor of the Collateral Trustee for the benefit of the Secured PartiesParties under the Security Documents, notwithstanding the time of incurrence of any Parity Lien Secured Obligations or the date, time, method or order of grant, attachment or perfection of any Liens securing such Parity Lien Secured Obligations and notwithstanding any provision of the UCC, the time of incurrence of any Series of Parity Lien Secured Debt or the time of incurrence of any other Parity Lien Secured 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 Parity Lien Obligations, Secured Obligations or 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 Issuer, Co-Issuer or any other Grantor, it is the intent of the parties that, and the parties hereto agree for themselves and the Secured Parties represented by them that, that all Parity Lien Secured Obligations will be and are secured equally and ratably by all Parity Priority Liens at any time granted by the Issuer, Co-Issuer or any other Grantor to secure any Obligations in respect of any Series of Parity Lien Secured Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Secured Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Secured Parties equally and ratably; provided, 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 Secured Debt if the Parity Lien Secured Debt Documents in respect thereof prohibit the applicable Authorized Representative Secured Parties from accepting the benefit of a Lien on any particular asset or property or such Authorized Representative Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property.