Common use of Confirmation of Subordination in Second Lien Collateral Documents Clause in Contracts

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. 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. Each Second Lien Representative 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 RepresentativeCollateral 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 [•[ ] (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 Collateral Agent and together with its successors , as Second Lien Collateral Agent and assigns certain other persons party or that may become party thereto 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 theretotime. 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 the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent may reasonably request that is consistent with this Agreement to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Documents Document covering such Collateral.

Confirmation of Subordination in Second Lien Collateral Documents. Each Second Lien Representative 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 RepresentativeCollateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent [collateral agent] pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of [•[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien 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 First Lien Collateral Agent, [ ], as Initial Second Lien Representative, each [ ], as Initial Second Lien Collateral Agent and certain other additional representative persons party or that is may become party thereto 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 theretotime. 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.” In addition, each Second Lien Representative the Company agrees that each Second Lien Mortgage Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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. Each Second Lien Representative 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 RepresentativeCollateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent [collateral agent] pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [•[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among Royal Bank of CanadaJPMORGAN CHASE BANK, in its capacity N.A., 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 CanadaJPMORGAN CHASE BANK, N.A., as Initial First Lien Collateral Agent, [ ], as Initial Second Lien Representative, each [ ], as Initial Second Lien Collateral Agent and certain other additional representative persons party or that is may become party thereto 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 theretotime. 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.” In addition, each Second Lien Representative the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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. Each Second Lien Representative 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 RepresentativeCollateral 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 [•] March 25, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Royal Bank of CanadaBarclays, in its capacity as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities Collateral Agent and together with its successors Barclays, as Second Lien Collateral Agent and assigns certain other persons party or that may become party thereto 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 theretotime. 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 the Company agrees that each Second Lien Mortgage covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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. Each Second Lien Representative 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 RepresentativeAdministrative 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 Administrative Agent hereunder are with respect to the lien and security interest granted to the Administrative Agent pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement, dated as of [•] January 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Royal Bank of CanadaXxxxx Fargo Bank, in its capacity National Association, as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities Administrative Agent, and together with its successors Wilmington Trust, National Association, as Second Lien Collateral Trustee, and assigns certain other persons party or that may become party thereto 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 theretotime. In the event of any conflict between the terms of the Intercreditor Agreement and this AgreementAgreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Administrative Agent herein, the terms of the Intercreditor Agreement shall govern and control.” In addition, each Second Lien Representative the Company agrees that each Second Lien Mortgage Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Representative Administrative Agent 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. Each Second Lien Representative 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 RepresentativeCollateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent [collateral agent] pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Junior Lien Intercreditor Agreement, dated as of [•[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Royal [Deutsche Bank of CanadaAG New York Branch], in its capacity as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities Representative and together with its successors and assigns from time to time in such capacities, the “as Initial First Lien Representative”)Collateral Agent, Royal Bank of Canada[ ], as Initial Second Lien Representative, each [ ], as Initial Second Lien Collateral Agent and certain other additional representative persons party or that is may become party thereto from time to time party thereto and acknowledged and agreed to by Focus Financial PartnersESH Hospitality, LLC, a Delaware limited liability company (the “Borrower”), Inc. and the other grantors from time Grantors referred to time party theretotherein. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and this Agreement, the terms of the Junior Lien 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. Each Second Lien Representative The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by reasonably acceptable to the Designated First Lien RepresentativeCollateral 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 with respect to the Collateral by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of [•[  ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien 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 Canadaand as Initial First Lien Collateral Agent, [  ], as Initial Second Lien Representative, each [  ], as Initial Second Lien Collateral Agent and certain other additional representative persons party or that is may become party thereto 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 theretotime. 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.” In addition, each Second Lien Representative the Company agrees that each Second Lien Mortgage Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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. Each Second Lien Representative 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 RepresentativeCollateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent [collateral agent] pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of [•] May 23, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among Royal Barclays Bank of CanadaPLC, in its capacity as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities Representative and together with its successors and assigns from time to time in such capacities, the “Initial First Lien Representative”)Collateral Agent, Royal Barclays Bank of CanadaPLC, as Initial Second Lien Representative, each Representative and Initial Second Lien Collateral Agent and certain other additional representative persons party or that is may become party thereto 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 theretotime. 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.” In addition, each Second Lien Representative the Company agrees that each Second Lien Mortgage Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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. Each Second Lien Representative 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 RepresentativeCollateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Second Lien Notes Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Second Lien Notes Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of [•] May 1, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Royal Bank of CanadaJPMorgan Chase Bank, in its capacity N.A., as first lien administrative agent and first lien collateral agent under the Initial First Lien Credit Agreement (in such capacities Collateral Agent and together with its successors U.S. Bank National Association, as Second Lien Notes Agent and assigns certain other persons party or that may become party thereto 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 theretotime. 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 the Company agrees that each Second Lien Mortgage Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Representative Collateral Agent 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.