Common use of Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt Clause in Contracts

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding (1) anything to the contrary contained in the Security Documents; (2) the time of Incurrence of any Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien securing any Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens securing any Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens granted at any time by the Company or any Guarantor will secure, equally and ratably, all present and future Parity Lien Obligations of the Company or such Guarantor, as the case may be. The provisions in this Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt will be required to deliver the joinder documentation required by the Parity Lien Intercreditor Agreement to the Trustee at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of Incurrence incurrence of any Series series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any Series series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any Series series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any Series series of Parity Lien Debt; or (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Company Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Obligations Debt of the Company Issuers or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The provisions Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this Section 10.02 are covenant. The foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Parity Lien Claimholder, each present and future Parity Lien Representative, Debt (including the Notes Collateral Agent Holders of the Notes) and the Collateral Trustee, each as a holder of Parity Liens. The Parity Lien Representative of Liens on the Collateral, in each future Series of Parity Lien Debt will be required to deliver the joinder documentation required by the Parity Lien Intercreditor Agreement case, as a party to the Trustee at the time of Incurrence of such Series of Parity Lien DebtCollateral Trust Agreement or as a third party beneficiary thereof.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding (1) anything to the contrary contained in the Security Documents; (2) the time of Incurrence of any Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien securing any Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens securing any Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens granted at any time by the Company or any Guarantor on the Shared Collateral will secure, equally and ratably, all present and future Parity Lien Obligations of the Company or such Guarantor, as the case may be. The provisions in this Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt will be required to deliver the joinder documentation required by a Lien Sharing and Priority Confirmation to the Parity Lien Intercreditor Agreement to the Trustee Debt Collateral Agents at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding (1) anything to the contrary contained in the Security Documentssecurity documents; (2) the time of Incurrence of any Series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien securing any Series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens securing any Series of Parity Lien Debt; (5) the time of taking possession or control over any Collateral securing any Series of Parity Lien Debt; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens granted at any time by the Company Issuer or any Guarantor will secure, equally and ratably, all present and future Parity Lien Obligations of the Company Issuer or such Guarantor, as the case may be. The provisions in this Section 10.02 are intended for the benefit of, and will be enforceable by, each present and future Parity Lien Claimholder, each present and future Parity Lien Representative, the Notes Collateral Agent Representative and the Trustee, each as a holder of Parity Liens. The Parity Lien Representative of each future Series of Parity Lien Debt will be required to deliver the joinder documentation required by the Parity a Lien Intercreditor Agreement Sharing and Priority Confirmation to the Trustee at the time of Incurrence of such Series of Parity Lien Debt.

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt. Notwithstanding Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of Incurrence incurrence of any Series series of Parity Lien Debt; (3) the order or method of attachment or perfection of any Lien on Collateral securing any Series series of Parity Lien Debt; (4) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Liens on Collateral securing any Series series of Parity Lien Debt; (5) the time of taking possession or 130 control over any Collateral securing any Series series of Parity Lien Debt; or (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens on Collateral granted at any time by the Company Issuers or any Guarantor to the holders of Parity Lien Debt will secure, equally and ratably, all present and future Parity Lien Obligations Debt of the Company Issuers or such Guarantor, as the case may be, as more fully specified in the Collateral Trust Agreement; (provided, that if provided by the terms thereof or with the consent of the holders thereof, a series of Parity Lien Debt may be secured by Liens (i) that are junior to the Liens on the assets and property securing the Parity Lien Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Lien securing the Obligations) or (ii) are secured by Liens on assets and property comprising less (but not more) than all of the assets and properties upon which Liens have been granted to secure the Parity Lien Obligations). Notwithstanding the foregoing, the Partnership may elect to have any such other Parity Lien Debt rank junior in priority to the Notes and Note Guarantees with respect to the Collateral. In furtherance of the foregoing, without the consent of any Holder, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may enter into an intercreditor agreement or an amendment to the Intercreditor Agreement or the Collateral Trust Agreement to subordinate the Liens on such other Parity Lien Debt to the Liens on the Collateral securing the Obligations with respect to the Notes and Note Guarantees on customary market terms or on terms that are not otherwise materially adverse to the interests of the Holders (in each case, as determined in good faith by the Partnership). The provisions Trustee and Collateral Trustee will enter into any such intercreditor agreement or amendment at the request of the Partnership. Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of such intercreditor agreement or amendment, to have authorized the Trustee and the Collateral Trustee to become a party to any such intercreditor agreement or amendment, and the Trustee and the Collateral Trustee will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this Section 10.02 are covenant. The foregoing provision is intended for the benefit of, and will be enforceable by, each present and future holder of Parity Lien Claimholder, each present and future Parity Lien Representative, Debt (including the Notes Collateral Agent Holders of the Notes) and the Collateral Trustee, each as a holder of Parity Liens. The Parity Lien Representative of Liens on the Collateral, in each future Series of Parity Lien Debt will be required to deliver the joinder documentation required by the Parity Lien Intercreditor Agreement case, as a party to the Trustee at the time of Incurrence of such Series of Parity Lien DebtCollateral Trust Agreement or as a third party beneficiary thereof.