Confirmation of Subordination in Second Lien Collateral Documents. Each Second Lien Representative agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated First Lien Representative): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [•] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Royal Bank of Canada, in its capacity as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities and together with its successors and assigns from time to time in such capacities, the “Initial First Lien Representative”), Royal Bank of Canada, as Initial Second Lien Representative, each other additional representative that is from time to time party thereto and acknowledged and agreed to by Focus Financial Partners, LLC, a Delaware limited liability company (the “Borrower”), and the other grantors from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.” In addition, each Second Lien Representative agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the Designated First Lien Representative may reasonably request that is consistent with this Agreement to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Documents covering such Collateral.
Confirmation of Subordination in Second Lien Collateral Documents. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical Corporation, the Grantors from time to time party thereto, China Merchants Bank Co., Ltd., New York Branch, as First Lien Representative (as defined therein), China Merchants Bank Co., Ltd., New York Branch, as First Lien Collateral Agent (as defined therein), Wilmington Trust, National Association, as Second Lien Representative (as defined therein), U.S. Bank National Association, as Second Lien Collateral Agent (as defined therein) and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”
Confirmation of Subordination in Second Lien Collateral Documents. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Directing First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of May 14, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Xxxxxxxx Intermediate Inc., Xxxxxxxx Corporation and the other Borrowers party thereto, Xxxxxxx Xxxxx Bank USA, as First Lien Credit Agreement Collateral Agent and Royal Bank of Canada as Second Lien Credit Agreement Collateral Agent, and certain other Persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”
Confirmation of Subordination in Second Lien Collateral Documents. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that each Second Lien Collateral Document includes and shall include, as applicable, the following language (or language to similar effect approved by the Directing First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of [•] [•], 20[•] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Ceridian HCM Holding Inc., Deutsche Bank AG New York Branch, as First Lien Credit Agreement Collateral Agent, [•], as Initial Second Lien Document Collateral Agent, and certain other Persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”
Confirmation of Subordination in Second Lien Collateral Documents. The Second Lien Agent agrees that each Second Lien Collateral Document shall, unless otherwise agreed to by the First Lien Agent, include language substantially the same as the following paragraph (or language to similar effect reasonably approved by the First Lien Agent to reflect the subordination of the Liens): “Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to [ ] for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by [ ] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral are subject to the provisions of the Intercreditor Agreement dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and between JPMorgan Chase Bank, N.A., in its capacity as the First Lien Agent, and Wilmington Trust, National Association, in its capacity as the Second Lien Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”
Confirmation of Subordination in Second Lien Collateral Documents. The Grantors agree that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the [Collateral Agent] pursuant to this Agreement and the exercise of any right or remedy by the [Collateral Agent] hereunder are subject to the provisions of the Amended and Restated First Lien/Second Lien Intercreditor Agreement, dated as of November 22, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as Initial First Lien Representative and as Initial First Lien Collateral Agent, Alter Domus (US) LLC, as Initial Second Lien Representative and as Initial Second Lien Collateral Agent, JPMorgan Chase Bank, N.A., as BDK First Lien Representative and as BDK First Lien Collateral Agent, Alter Domus (US) LLC, as BDK Second Lien Representative and as BDK Second Lien Collateral Agent and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and control.” In addition, the Grantors agree that each Second Lien Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Documents covering such Collateral.
Confirmation of Subordination in Second Lien Collateral Documents. Borrower will cause each Second Lien Collateral Document to include the following language (or language to similar effect reasonably approved by First Lien Agent) and any other language First Lien Agent reasonably requests to reflect the subordination of the Liens securing the Second Lien Obligations: "Notwithstanding anything herein to the contrary, the liens and security interests granted to [Second Lien Agent] pursuant to this [Agreement] and the exercise of any right or remedy by [Second Lien Agent] hereunder are subject to the provisions of the Intercreditor Agreement, dated May 9, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Bank of America, N.A., as First Lien Agent, ABC Funding, LLC, as Second Lien Agent, and the Grantors (as defined therein) from time to time party thereto and other persons party or that may become party thereto from time to time. If there is a conflict between the terms of the Intercreditor Agreement and this [Agreement], the terms of the Intercreditor Agreement will control."
Confirmation of Subordination in Second Lien Collateral Documents. Terran PubCo will cause each Second Lien Collateral Document to include the following language (or language to similar effect approved by the First Lien Authorized Person) and any other language the First Lien Authorized Person or a First Lien Agent reasonably requests: “Notwithstanding anything herein to the contrary, the Lien and security interest granted to Second Lien Agent pursuant to this Agreement and the exercise of any right or remedy by Second Lien Agent hereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement, dated October 31, 2022, among Terran Orbital Corporation, Terran Orbital Operating Corporation and certain other subsidiaries of Terran Orbital Operating Corporation from time to time party thereto, U.S. Bank Trust Company, National Association, as collateral agent for the LM/BP Notes Secured Parties (as defined therein), Wilmington Savings Fund Society, FSB, as collateral agent for the FP Notes Secured Parties (as defined therein), and U.S. Bank Trust Company, National Association, as collateral agent for the Second Lien Secured Parties (as defined therein).” If there is a conflict between the terms of the Second Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement will control.
Confirmation of Subordination in Second Lien Collateral Documents. Each Second Lien Obligor and each Second Lien Collateral Agent, on behalf of itself and the related Second Lien Claimholders, agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Directing First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of July 3, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Kingpin Intermediate Holdings LLC, Bowlmor AMF Corp., JPMorgan Chase Bank, N.A., as First Lien Collateral Agent, Credit Suisse AG, Cayman Islands Branch, as Second Lien Collateral Agent and certain other Persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.”
Confirmation of Subordination in Second Lien Collateral Documents. The Borrowers agree that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to Prospect Capital Corporation pursuant to this Agreement and the exercise of any right or remedy Prospect Capital Corporation hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of February 17, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among Fifth Third Bank, an Ohio banking corporation, as First Lien Collateral Agent for the First Lien Claimholders, and Prospect Capital Corporation, a Maryland corporation, as Second Lien Collateral Agent for the Second Lien Claimholders. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”
