Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that: (a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company 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 holders of Parity Lien Obligations Equally and Ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and (c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
Appears in 1 contract
Sources: Indenture (EFIH Finance Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Secured Debt for which the undersigned is acting as Parity Lien Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Secured Debt Representative and each existing current and future holder of Permitted Prior Liens Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Parity Lien Secured Obligations will be and are secured Equally equally and Ratably ratably by all Parity Priority Liens at any time granted by EFIH or any Successor Company 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 holders 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 Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien Obligations Equally and Ratablyon any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Secured Debt for which the undersigned is acting as Parity Lien Secured Debt Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens;
(c) it reaffirms the appointment of and appoints Wilmington Trust, National Association to serve as Collateral Trustee under the Collateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and
(cd) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Sources: Second Lien Collateral Trust Agreement (Endo International PLC)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future ABL Agent and Secured Pari Term Loan Debt Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt [that constitutes Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement ABL Intercreditor Agreement, that:
(a) all Parity Lien Pari Term Loan Debt Obligations will be and are secured Equally equally and Ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by EFIH the Initial Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Lien Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Term Loan Debt, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all holders of Parity Lien Pari Term Loan Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of the Collateral Trust ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Secured Debt for which the undersigned is acting as Parity Lien Secured Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Secured Debt Representative and each existing current and future holder of Permitted Prior Liens Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Parity Lien Secured Obligations will be and are secured Equally equally and Ratably ratably by all Parity Priority Liens at any time granted by EFIH or any Successor Company 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 benefit of all holders other 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 Secured Debt if the Secured Debt Documents in respect thereof prohibit the applicable Secured Parties from accepting the benefit of a Lien Obligations Equally and Ratablyon any particular asset or property or such Secured Party otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Secured Debt for which the undersigned is acting as Parity Lien Secured Debt Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens;
(c) it reaffirms the appointment of and appoints Ankura Trust Company, LLC to serve as Collateral Trustee under the Collateral Trust Agreement for itself and all other current and future Secured Parties under the Collateral Trust Agreement on the terms and conditions set forth therein; and
(cd) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Sources: Second Lien Collateral Trust Agreement (Geo Group Inc)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which Secured Parties (as defined in the undersigned is acting as Parity Lien Representative Credit Agreement) hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Term Loan Intercreditor Agreement, that:
(a) subject to delivery of a Pari Passu Intercreditor Agreement and the terms of any Pari Passu Intercreditor Agreement, all Parity Lien Pari Term Loan Debt Obligations will be and are secured Equally equally and Ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by EFIH the Grantors or any Successor Company 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 Term Loan Debt Obligations or Additional Pari Term Loan Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations Equally and Ratably,;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of the Collateral Trust ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Lien Pari Term Loan Debt for which the undersigned is acting as Junior Lien Pari Term Loan Debt Agent consents to the terms of the ABL/Term Loan Intercreditor Agreement and the performance by the New Representative hereby agreesof, for and directs the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien DebtNew Representative to perform, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt its obligations under the Collateral Trust Agreement that:ABL/Term Loan Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Lien Sharing and Priority Confirmation Joinder (Installed Building Products, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative and each holder of Obligations in respect of which the undersigned is acting as [collateral agent] is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens and the order of application of proceeds from enforcement of Fixed Assets Debt Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Fixed Assets Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Fixed Assets Debt or Additional Fixed Assets Debt [that constitutes Fixed Assets Substitute Facility] for which the undersigned is acting as Parity Lien Representative a Fixed Assets Debt Agent hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Fixed Assets Debt Obligations under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company to secure any Obligations in respect of any Series of Parity Lien DebtABL Intercreditor Agreement, 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 holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Fixed Assets Debt for which the undersigned is acting as Parity Lien Representative Fixed Assets Debt Agent are bound by the provisions of the Collateral Trust ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Fixed Assets Debt Liens and the order of application of proceeds from the enforcement of Parity Fixed Assets Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Sources: Abl Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Priority Lien Debt and Junior Parity Lien Debt, each existing current and future Junior Priority Lien Debt Representative, each other existing current and future Parity Lien Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Debt Obligations and Parity Lien Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Debt Obligations will be and are secured Equally equally and Ratably ratably by all Parity Liens at any time granted by EFIH the Borrower or any Successor Company Guarantor 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 holders of Parity Lien Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Priority Lien Debt for which the undersigned is acting as Junior Priority Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Parity Lien Debt, each existing current and future Parity Lien Debt Representative, each other existing and future Junior Priority Lien Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Debt Obligation and Parity Lien Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Priority Lien Debt Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any 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 Trustee for the benefit of all holders of Priority Lien Debt Obligations equally and ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Passu Debt for which the undersigned is acting as Parity Lien Authorized Representative hereby ▇▇▇▇▇▇ agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Pari Passu Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Authorized Representative and each existing current and future holder of Permitted Prior Liens Pari Passu Secured Party and as a condition to being treated as Secured Pari Passu Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Parity Lien Pari Passu Obligations will be and are secured Equally equally and Ratably ratably by all Parity Pari Passu Liens at any time granted by EFIH the Issuer or any Successor Company other Grantor to secure any Obligations in respect of any Series of Parity Lien Pari Passu Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Pari Passu Debt, and that all such Parity Pari Passu Liens will be enforceable by the Collateral Trustee for the benefit of all holders 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 Debt if the Security Documents in respect thereof prohibit the applicable Authorized Representative from accepting the benefit of a Lien Obligations Equally and Ratablyon any particular asset or property or such Authorized Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Passu Debt for which the undersigned is acting as Parity Lien Authorized Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Pari Passu Liens and the order of application of proceeds from the enforcement of Parity Pari Passu Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Priority Lien Representative, each other existing current and future Parity Lien Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.9 of the Collateral Trust Agreement, all Parity Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Liens at any time granted by EFIH the Borrower or any Successor Company other Guarantor 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, Debt and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders Parity Lien Secured Party 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 Obligations Equally and Ratably;Debt if the Secured Debt Documents in respect thereof prohibit the applicable Parity Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Parity Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. .] [or] [Option B: to be used if Additional Debt is Junior Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Priority Lien Debt for which the undersigned is acting as Junior Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing current and future Parity Lien Representative, each other existing and future Junior Priority Lien Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Secured Party and Parity Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.9 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other Guarantor to secure any Obligations in respect of any Series of Priority Lien Debt and that all such Priority Liens will be enforceable by the Collateral 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 if the Hedge Agreement prohibits the applicable Hedge Provider from accepting the benefit of a Lien on any particular asset or property or such Hedge Provider otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens.]
Appears in 1 contract
Sources: Collateral Trust Agreement
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity acting as [Administrative Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Priority Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative][Noteholder Collateral Trustee] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that:
(a) all Parity Priority Lien Obligations will be and are secured Equally and Ratably by all Parity Priority Liens at any time granted by EFIH the Issuers or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Priority Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Priority Lien Debt, and that all such Parity Priority Liens will be enforceable by the Noteholder Collateral Trustee with respect to such Series of Priority Lien Debt for the benefit of all holders of Parity Priority Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens; and
(c) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Noteholder Collateral Trustee shall perform and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, its obligations under the Collateral Trust Intercreditor Agreement and the other Security DocumentsNoteholder Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] [Option BC: to be used if Additional Debt is Junior constitutes a Series of Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Subordinated Lien Debt for which the undersigned is acting as Junior Lien Representative [Secured Debt Representative] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that:
(a) all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by the Issuers or any other Grantor to secure any Obligations in respect of such Series of Subordinated Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Noteholder Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as [Secured Debt Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and
(c) the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as [Secured Debt Representative] appoints the Noteholder Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, their obligations under the Intercreditor Agreement and the Noteholder Collateral Trust Agreement that:Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Lien Subordination and Intercreditor Agreement (Solo Cup CO)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company 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 holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Lien Debt, each existing and future Parity Priority Lien Representative, each other existing and future Junior Lien Representative and Representative, each existing and future holder of Permitted Prior Liens and the Collateral Trustee, and as a condition to being treated as Secured Debt under the Collateral Trust Agreement:
(a) that all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by Satmex or any Guarantor to secure any Obligations in respect of any Series of Junior Lien Debt, whether or not upon property otherwise constituting Collateral, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations equally and ratably;
(b) that the New Representative and the holders of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and
(c) to the terms of the Collateral Trust Agreement thatand the Collateral Trustee’s performance of, and that the Collateral Trustee shall perform, its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Priority Lien Debt or other Priority Lien Obligations for which the undersigned is acting as Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt, other Priority Lien Obligations and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Priority Lien Representative, each existing and future holder of Permitted Prior Liens and the Collateral Trustee, and as a condition to being treated as Secured Debt under the Collateral Trust Agreement:
(a) that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by any Grantor to secure any Obligations in respect of such Series of Priority Lien Debt or other Priority Lien Obligations, whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations;
(b) that the New Representative and the holders of Obligations in respect of the Series of Priority Lien Debt or other Priority Lien Obligations for which the undersigned is acting as Priority Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and
(c) to the terms of the Collateral Trust Agreement and the Collateral Trustee’s performance of, and that the Collateral Trustee shall perform its obligations under, the Collateral Trust Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Trust Agreement (Satelites Mexicanos Sa De Cv)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Secured Debt is Parity Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity First Lien Debt and Junior Second Lien Debt, each existing current and future Junior First Lien Representative, each other existing current and future Parity Second Lien Representative and each existing current and future holder of Permitted Prior Liens First Lien Obligations and Second Lien Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agency and Intercreditor Agreement that:
(a) all Parity Second Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Second Liens at any time granted by EFIH the Company or any Successor Company Guarantor to secure any Obligations in respect of any Series of Parity Second Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Second Lien Debt, and that all such Parity Second Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Second Lien Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Second Liens and the order of application of proceeds from the enforcement of Parity Second Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agency and Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Secured Debt is Junior First Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior First Lien Debt for which the undersigned is acting as Junior First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity First Lien Debt and Junior Second Lien Debt, each existing current and future Parity Second Lien Representative, each other existing and future Junior First Lien Representative and each existing current and future holder of Permitted Prior Liens First Lien Obligation and Second Lien Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agency and Intercreditor Agreement that:
(a) all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Trustee for the benefit of all holders of First Lien Obligations equally and ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (Intelsat S.A.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Secured Debt is Parity Lien Debtconstitutes ABL Principal Debt or other ABL Obligations] The undersigned New Representative, on behalf of itself [and each holder of ABL Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative [administrative agent]], hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt ABL Obligations under the Collateral Trust Agreement Intercreditor Agreement, that:
(a) all Parity Lien ABL Obligations will be and are secured Equally equally and Ratably ratably by all Parity ABL Liens at any time granted by EFIH Company or any Successor Company other Grantor to secure any Obligations in respect of any Series of Parity Lien DebtABL Obligations, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien DebtABL Obligations arising under the New Debt Facility, and that all such Parity ABL Liens will be enforceable by the Collateral Trustee ABL Representative with respect to such ABL Obligations for the benefit of all holders of Parity Lien ABL Obligations Equally equally and Ratablyratably;
(b) the New Representative [and each holder of ABL Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative [administrative agent]] are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity ABL Liens and the order of application of proceeds from the enforcement of Parity ABL Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. New Representative [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of ABL Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for [administrative agent]] appoints the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien ABL Representative and each existing consents to the terms of the Intercreditor Agreement and future holder of Permitted Prior Liens the performance by the ABL Representative of, and as a condition directs the ABL Representative to being treated as Secured Debt perform, its obligations under the Collateral Trust Agreement that:Intercreditor Agreement, together with all such powers as are reasonably incidental thereto. [or]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien Debtacting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL/Term Loan Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt ] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Term Loan Debt Obligations or Additional Pari Term Loan Debt [that constitutes a Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Term Loan Intercreditor Agreement, that:
(a) all Parity Lien Pari Term Loan Debt Obligations will be and are secured Equally equally and Ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by EFIH the Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Lien Term Loan Debt Obligations or Additional Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien DebtTerm Loan Debt Obligations, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all holders of Parity Lien Pari Term Loan Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of the Collateral Trust ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Lien Pari Term Loan Debt for which the undersigned is acting as Junior Lien Representative hereby agreesPari Term Loan Debt Agent appoints the Pari Term Loan Debt Agent and consents to the terms of the ABL/Term Loan Intercreditor Agreement and the performance by the Pari Term Loan Debt Agent of, for and directs the enforceable benefit of all holders of each existing and future Series of Parity Lien Pari Term Loan Debt and Junior Lien DebtAgent to perform, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt its obligations under the Collateral Trust Agreement that:ABL/Term Loan Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Abl/Term Loan Intercreditor Agreement (Installed Building Products, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL/Bond Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL/Bond Intercreditor Agreement, including the provisions relating to the ranking of Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Notes Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Notes Debt or Additional Pari Notes Debt [that constitutes Notes Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Notes Collateral Agent] [Pari Notes Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement ABL/Bond Intercreditor Agreement, that:
(a) all Parity Lien Pari Notes Debt Obligations will be and are secured Equally equally and Ratably ratably, by all Parity Pari Notes Debt Liens at any time granted by EFIH the Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Lien Notes Debt or Additional Pari Notes Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Notes Debt, and that all such Parity Pari Notes Debt Liens will be enforceable by the Collateral Trustee Pari Notes Debt Agent with respect to such Series of Pari Notes Debt for the benefit of all holders of Parity Lien Pari Notes Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Notes Debt for which the undersigned is acting as Parity Lien Representative Pari Notes Debt Agent are bound by the provisions of the Collateral Trust ABL/Bond Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Notes Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Notes Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Lien Pari Notes Debt for which the undersigned is acting as Junior Lien Representative hereby agreesPari Notes Debt Agent appoints the Pari Notes Debt Agent and consents to the terms of the ABL/Bond Intercreditor Agreement and the performance by the Pari Notes Collateral Agent of, for and directs the enforceable benefit of all holders of each existing and future Series of Parity Lien Pari Notes Debt and Junior Lien DebtAgent to perform, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt its obligations under the Collateral Trust Agreement that:ABL/Bond Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Intercreditor Agreement (Builders FirstSource, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Pari Passu Lien Obligations in respect of the Series of Parity Pari Passu Lien Debt for which the undersigned is acting as Parity Pari Passu Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Lien Debt and Junior Pari Passu Lien Debt, each existing current and future Junior Pari Passu Lien Representative, and each other existing current and future Parity Pari Passu Lien Representative Secured Party and each existing and future holder of Permitted Prior Liens Pari Passu Lien Obligations and as a condition to being treated as Secured Pari Passu Lien Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Parity Pari Passu Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Pari Passu Liens at any time granted by EFIH the Borrower or any Successor Company Guarantor to secure any Pari Passu Lien 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 Passu Lien Liens will be enforceable by the Collateral Trustee for the benefit of all holders Pari Passu Lien Secured Party 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 Obligations Equally and RatablyDebt if the Pari Passu Lien Documents in respect thereof prohibit the applicable Pari Passu Lien Representative from accepting the benefit of a Pari Passu Lien on any particular asset or property or such Pari Passu Lien Representative otherwise expressly declines in writing to accept the benefit of a Pari Passu Lien on such asset or property;
(b) the New Representative and each holder of Pari Passu Lien Obligations in respect of the Series of Parity Pari Passu Lien Debt for which the undersigned is acting as Parity Pari Passu Lien Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Pari Passu Liens and the order of application of proceeds from the enforcement of Parity Pari Passu Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Pari Passu Lien Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing current and future Junior First Lien Representative, the Second Lien Administrative Agent and each other existing current and future Parity First Lien Representative Secured Party, Second Lien Secured Party and each existing and future holder of Permitted Prior Liens Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Third Liens at any time granted by EFIH the Borrower or any Successor Company other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all holders Third 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 Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the Trustee from accepting the benefit of Parity a Lien Obligations Equally and Ratablyon any particular asset or property or the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Third Liens and the order of application of proceeds from the enforcement of Parity Third Liens; and
(c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt hereby agrees, for the enforceable benefit of all holders of each current and future Series of Junior Secured Debt, each current and future First Lien Representative, the Trustee and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Second Lien Obligation, whether or not upon property otherwise constituting collateral for such Second Lien Obligation, and that all such Second Liens will be enforceable by the Collateral Agent for the benefit of all Second 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 Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the Second Lien Administrative Agent from accepting the benefit of a Lien on any particular asset or property or the Second Lien Administrative Agent otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of Second Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and
(c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as Junior First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing and future Parity the Second Lien RepresentativeAdministrative Agent, the Trustee, each other existing and future Junior First Lien Representative and each existing current and future holder of Permitted Prior Liens First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, without affecting the payment priority set forth in Section 3.4 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable First Lien Representative from accepting the benefit of a Lien on any particular asset or property or such First 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 Hedge Agreement or agreement giving rise to Bank Product Obligations 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;
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens; and
(c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents.]
Appears in 1 contract
Sources: Intercreditor Agreement (Alion Science & Technology Corp)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Priority Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Priority Lien Obligations will be and are secured Equally and Ratably by all Parity Priority Liens at any time granted by EFIH the Company or any Successor Company Guarantor to secure any Obligations in respect of any Series of Parity Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Priority Lien Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Priority Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Lien Debt, each existing and future Parity Priority Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any 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 Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [Option C: to be used if Additional Debt is Permitted ABL Debt] The undersigned New Representative, on behalf of itself [and each holder of Obligations in respect of the Series of Permitted ABL Debt for which the undersigned is acting as representative] hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Secured Debt, each existing and future Secured Debt Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Permitted ABL Debt under the Collateral Trust Agreement that:
(a) that the holders of Obligations in respect of such Series of Permitted ABL Debt are bound by the provisions of the Collateral Trust Agreement and the ABL Intercreditor Agreement; and
(b) it consents to the performance of, and directing the collateral agent or other representative with respect to such Series of Permitted ABL Debt to perform, its obligations under the Collateral Trust Agreement and the ABL Intercreditor Agreement.
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Secured Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any other Pledgor 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 Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Parity Secured Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Secured Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH the Company or any Successor Company other Pledgor 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 Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Secured Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:.
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Third Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing current and future Junior First Lien Representative, the Second Lien Administrative Agent and each other existing current and future Parity First Lien Representative Secured Party, Second Lien Secured Party and each existing and future holder of Permitted Prior Liens Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, all Parity Third Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Third Liens at any time granted by EFIH the Borrower or any Successor Company other Grantor to secure any Obligations in respect of any Series of Parity Third Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien DebtObligation, and that all such Parity Third Liens will be enforceable by the Collateral Trustee Agent for the benefit of all holders Third 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 Third Lien Debt if the Secured Debt Documents in respect thereof prohibit the Trustee from accepting the benefit of Parity a Lien Obligations Equally and Ratablyon any particular asset or property or the Trustee otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Third Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Third Liens and the order of application of proceeds from the enforcement of Parity Third Liens; and
(c) the Collateral Trustee Agent shall perform its obligations under the Collateral Trust Intercreditor Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Second Lien Debt hereby agrees, for the enforceable benefit of all holders of each current and future Series of Junior Secured Debt, each current and future First Lien Representative, the Trustee and each current and future First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Second Lien Obligation, whether or not upon property otherwise constituting collateral for such Second Lien Obligation, and that all such Second Liens will be enforceable by the Collateral Agent for the benefit of all Second 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 Second Lien Debt if the Secured Debt Documents in respect thereof prohibit the Second Lien Administrative Agent from accepting the benefit of a Lien on any particular asset or property or the Second Lien Administrative Agent 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 that are Second Lien Obligations if the Hedge Agreement or agreement giving rise to Bank Product Obligations 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 Providers otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property;
(b) the New Representative and each holder of Obligations in respect of Second Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens; and
(c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents. [or] [Option C: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as Junior First Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Secured Debt, each existing and future Parity the Second Lien RepresentativeAdministrative Agent, the Trustee, each other existing and future Junior First Lien Representative and each existing current and future holder of Permitted Prior Liens First Lien Secured Party, Second Lien Secured Party and Third Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, without affecting the payment priority set forth in Section 3.4 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable First Lien Representative from accepting the benefit of a Lien on any particular asset or property or such First 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 Hedge Agreement or agreement giving rise to Bank Product Obligations 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;
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens; and
(c) the Collateral Agent shall perform its obligations under the Intercreditor Agreement and the other Security Documents.]
Appears in 1 contract
Sources: Intercreditor Agreement (Washington Consulting, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity Lien acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future ABL Agent and Secured Pari Term Loan Debt Representative, and as a condition to being treated as ABL Debt Obligations under the ABL Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt [that constitutes Term Loan Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement ABL Intercreditor Agreement, that:
(a) all Parity Lien Pari Term Loan Debt Obligations will be and are secured Equally equally and Ratably ratably, by all Parity Pari Term Loan Debt Liens at any time granted by EFIH the Initial Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Lien Pari Term Loan Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Lien Term Loan Debt, and that all such Parity Pari Term Loan Debt Liens will be enforceable by the Collateral Trustee Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all holders of Parity Lien Pari Term Loan Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Pari Term Loan Debt for which the undersigned is acting as Parity Lien Representative Pari Term Loan Debt Agent are bound by the provisions of the Collateral Trust ABL Intercreditor Agreement, including the provisions relating to the ranking of Parity Pari Term Loan Debt Liens and the order of application of proceeds from the enforcement of Parity Pari Term Loan Debt Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Lien Pari Term Loan Debt for which the undersigned is acting as Junior Lien Representative hereby agreesPari Term Loan Debt Agent appoints the Pari Term Loan Debt Agent and consents to the terms of the ABL Intercreditor Agreement and the performance by the Pari Term Loan Agent of, for and directs the enforceable benefit of all holders of each existing and future Series of Parity Lien Pari Term Loan Debt and Junior Lien DebtAgent to perform, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt its obligations under the Collateral Trust Agreement that:ABL Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Abl Intercreditor Agreement (Nexeo Solutions Finance Corp)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Priority Lien Debt and Junior Second Lien Debt, each existing current and future Junior Lien Priority Debt Representative, each other existing current and future Parity Second Lien Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt Represented by it being treated as Secured Debt under the Collateral Trust Agreement and the other Security Documents that:
(a) as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all Parity Second Lien Obligations will be and are secured Equally and Ratably by all Parity Second Liens at any time granted by EFIH the Borrower or any Successor Company other Obligor 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 Second Lien Debt, and that all such Parity Second Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Second Lien Obligations Secured Parties Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Second Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Second Liens and the order of application of proceeds from the enforcement of Parity Second Liens; and
(c) the Collateral Trustee shall perform its obligations under and in accordance with the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Priority Lien Debt for which the undersigned is acting as Junior Lien Representative Priority Debt Representative, hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Second Lien Debt, each existing current and future Parity Second Lien Debt Representative, each other existing and future Junior Lien Priority Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Secured Party and Second Lien Secured Party and as a condition to the Series of Secured Debt represented by it being treated as Secured Debt under the Collateral Trust Agreement and other Security Documents that:
(a) as provided by Section 2.5 of the Collateral Trust Agreement, and subject to Section 2.6 of the Collateral Trust Agreement, all Priority Lien Obligations will be and are secured Equally and Ratably by all Priority Liens at any time granted by the Borrowers or any other Grantor to secure any Obligations in respect of any Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all Priority Lien Secured Parties Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under and in accordance with the Collateral Trust Agreement and the other Security Documents.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company 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 holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien J▇▇▇▇▇ ▇▇▇▇ Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity First Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing current and future Junior Lien Debt Representative and each existing other current and future holder of Permitted Prior Liens First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.12 of the Collateral Trust Agreement, all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Junior Lien Debt and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Junior Lien Secured Party 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 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
(b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens.] [Option B: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative hereby agrees, for the enforceable benefit of each current and future Junior Lien Debt Representative, each other existing and future First Lien Debt Representative and each current and future First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.9 of the Collateral Trust Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt and that all such First Liens will be enforceable by the Collateral Trustee for the benefit of all First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company 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 holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien ▇▇▇▇▇▇ ▇▇▇▇ Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity First Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing current and future Junior Lien Debt Representative and each existing other current and future holder of Permitted Prior Liens First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.02 of the Collateral Trust Agreement, all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of Junior Lien Debt and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all Junior Lien Secured Party 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 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
(b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens.] [Option B: to be used if Additional Debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative hereby agrees, for the enforceable benefit of each current and future Junior Lien Debt Representative, each other existing and future First Lien Debt Representative and each current and future First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) as provided by Section 2.01 of the Collateral Trust Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt and that all such First Liens will be enforceable by the Collateral Trustee for the benefit of all First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes Priority Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is Parity acting as [Administrative Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Second Lien Debt [that constitutes Second Lien Substitute Facility] for which the undersigned is acting as Parity [Secured Debt Representative][Second Lien Representative Collateral Trustee] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that:
(a) all Parity Second Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Second Liens at any time granted by EFIH the Borrowers or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Second Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Second Lien Debt, and that all such Parity Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all holders of Parity Second Lien Obligations Equally Secured Parties equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Second Lien Debt for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Priority Liens and Second Liens and the order of application of proceeds from the enforcement of Parity Priority Liens and Second Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Second Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as [Secured Debt Representative] appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Trustee of, and directs the Second Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement that:Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Intercreditor Agreement (Breitburn Energy Partners LP)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity Priority Lien Debt and Junior Parity Lien Debt, each existing current and future Junior Priority Lien Debt Representative, each other existing current and future Parity Lien Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Debt Obligations and Parity Lien Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Debt Obligations will be and are secured Equally equally and Ratably ratably by all Parity Liens at any time granted by EFIH the Borrower or any Successor Company Guarantor 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 holders of Parity Lien Debt Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Debt Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Priority Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Priority Lien Debt for which the undersigned is acting as Junior Priority Lien Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Parity Lien Debt, each existing current and future Parity Lien Debt Representative, each other existing and future Junior Priority Lien Debt Representative and each existing current and future holder of Permitted Prior Liens Priority Lien Obligation and Parity Lien Debt Obligations and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Priority Lien Debt Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any 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 Trustee for the benefit of all holders of Priority Lien Debt Obligations equally and ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Debt Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.]
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations obligations in respect of the Series of Additional Parity Lien Debt for which Facility (together with the undersigned is acting as Parity Lien Representative Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien DebtAdditional Authorized Representatives, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative Trustee and each existing and future holder of Permitted Prior Liens Secured Party, and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement that:
(a) all Parity Lien Secured Obligations will be and are secured Equally equally and Ratably ratably by all Parity Transaction Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, which are at any time granted by EFIH or any Successor Company Grantor to secure any Secured Obligations in respect of any Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Additional Parity Lien DebtFacility, and that all such Parity Transaction Liens granted pursuant to the Security Documents will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Secured Obligations Equally equally and Ratably;ratably as contemplated by the Collateral Trust Agreement; 1NTD: Designation of junior priority debt to be accompanied by appropriate amendments and entry into appropriate intercreditor agreements.
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned other New Secured Party is acting as Parity Lien Representative are bound by the terms, conditions and provisions of the Collateral Trust Agreement, including the Intercreditor Agreement and the Security Documents, including, without limitation, the provisions relating to the ranking of Parity Transaction Liens and the order of application of proceeds from the enforcement of Parity Transaction Liens; and
(c) the Collateral Trustee New Representative shall perform its obligations under the Collateral Trust Agreement, the Intercreditor Agreement and the other Security Documents. Documents.]2 or [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations obligations in respect of the Series of junior lien debt (the “Junior Lien Debt for which Debt”) (together with the undersigned is acting as Junior Lien Representative Additional Authorized Representative, the “New Secured Parties”), hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien DebtAdditional Authorized Representatives, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative Trustee and each existing and future holder of Permitted Prior Liens Secured Party, and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Agreement that:
(a) all junior Obligations will be and are secured on a junior lien basis by all Transaction Liens granted to the Collateral Trustee, for the benefit of the Secured Parties, which are at any time granted by any Grantor to secure any Secured Obligations whether or not upon property otherwise constituting collateral for such Junior Lien Debt, and that all Transaction Liens granted pursuant to the Security Documents will be enforceable by the Collateral Trustee for the benefit of all holders of junior Obligations on a junior lien basis as contemplated by the Collateral Trust Agreement;
(b) the New Representative and each other New Secured Party is bound by the terms, conditions and provisions of the Collateral Trust Agreement, the Intercreditor Agreement and the Security Documents, including, without limitation, the provisions relating to the ranking of Transaction Liens and the order of application of proceeds from the enforcement of Transaction Liens; and
(c) the New Representative shall perform its obligations under the Collateral Trust Agreement, the Intercreditor Agreement and the Security Documents.]3
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative Representative, hereby agrees, :
(a) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) Representative, that all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH the Company or any Successor Company Guarantor 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 holders of Parity Lien Obligations Equally and Ratably;
(b) for the New enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, and each existing and future Parity Lien Representative and each holder Junior Lien Representative, that the holders of Obligations in respect of the such Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and;
(c) that it consents to and directs the Collateral Trustee shall to perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative Representative, hereby agrees:
(a) for the enforceable benefit of all holders of each existing and future Series of Junior Lien Debt and Series of Parity Lien Debt and each existing and future Junior Lien Representative and Parity Lien Representative, that all Junior Lien Obligations will be and are secured Equally and Ratably by all Junior Liens at any time granted by the Company or any Guarantor to secure any Obligations in respect of such Series of Junior Lien Debt, and that all such Junior Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Junior Lien Obligations Equally and Ratably;
(b) for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Series of Junior Lien Debt, Debt and each existing and future Parity Lien Representative and Junior Lien Representative, each other existing and future that the holders of Obligations in respect of such Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative and each existing and future holder are bound by the provisions of Permitted Prior the Collateral Trust Agreement, including the provisions relating to the ranking of Junior Liens and as a condition the order of application of proceeds from the enforcement of Junior Liens; and
(c) that it consents to being treated as Secured Debt and directs the Collateral Trustee to perform its obligations under the Collateral Trust Agreement that:and the other Security Documents.
Appears in 1 contract
Sources: Collateral Trust Agreement (Terremark Worldwide Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Subordinated Lien Debt, each existing and future Junior Subordinated Lien Representative, each other existing and future Parity Priority Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement:
(a) that all Parity Priority Lien Obligations will be and are secured Equally and Ratably by all Parity Priority Liens at any time granted by EFIH the Issuers or any Successor Company Guarantor to secure any Obligations in respect of any Series of Parity Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Priority Lien Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Priority Lien Obligations Equally and Ratably;
(b) that the New Representative and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens; and
(c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee shall perform to perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsIntercreditor Agreement. [or] [Option B: to be used if Additional Debt is Junior Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Subordinated Lien Debt for which the undersigned is acting as Junior Subordinated Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Subordinated Lien Debt, each existing and future Parity Priority Lien Representative, each other existing and future Junior Subordinated Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement:
(a) that all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by the Issuers or any Guarantor to secure any Obligations in respect of any Series of Subordinated Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably;
(b) that the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative are bound by the provisions of the Collateral Trust Agreement that:and the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and
(c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement.
Appears in 1 contract
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Subordinated Lien Debt, each existing and future Junior Subordinated Lien Representative, each other existing and future Parity Priority Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement thatAgreement:
(a) that all Parity Priority Lien Obligations will be and are secured Equally and Ratably by all Parity Priority Liens at any time granted by EFIH Stream or any Successor Company Guarantor to secure any Obligations in respect of any Series of Parity Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Priority Lien Debt, and that all such Parity Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Priority Lien Obligations Equally and Ratably;
(b) that the New Representative and each holder of Obligations in respect of the Series of Parity Priority Lien Debt for which the undersigned is acting as Parity Priority Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Priority Liens and the order of application of proceeds from the enforcement of Parity Priority Liens; and
(c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee shall perform to perform, its obligations under the Collateral Trust Agreement and the other Security DocumentsIntercreditor Agreement. [or] [Option B: to be used if Additional Debt is Junior Subordinated Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Subordinated Lien Debt for which the undersigned is acting as Junior Subordinated Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Subordinated Lien Debt, each existing and future Parity Priority Lien Representative, each other existing and future Junior Subordinated Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement:
(a) that all Subordinated Lien Obligations will be and are secured Equally and Ratably by all Subordinated Liens at any time granted by Stream or any Guarantor to secure any Obligations in respect of any Series of Subordinated Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Subordinated Lien Debt, and that all such Subordinated Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Subordinated Lien Obligations Equally and Ratably;
(b) that the New Representative and each holder of Obligations in respect of the Series of Subordinated Lien Debt for which the undersigned is acting as Subordinated Lien Representative are bound by the provisions of the Collateral Trust Agreement that:and the Intercreditor Agreement, including the provisions relating to the ranking of Subordinated Liens and the order of application of proceeds from the enforcement of Subordinated Liens; and
(c) to the terms of the Collateral Trust Agreement and the Intercreditor Agreement and the Collateral Trustee’s performance of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the Intercreditor Agreement.
Appears in 1 contract
Sources: Collateral Trust Agreement (Stream Global Services, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally and Ratably by all Parity Liens at any time granted by EFIH or any Successor Company 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 holders of Parity Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt additional debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien ▇▇▇▇▇▇ ▇▇▇▇ Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing current and future Series of Parity First Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing current and future Junior Lien Debt Representative and each existing other current and future holder of Permitted Prior Liens First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Collateral Trust Intercreditor Agreement that:
(a) as provided by Section 2.12 of the Intercreditor Agreement, all Junior Lien Obligations will be and are secured equally and ratably by all Junior Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of any 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 Party 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 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
(b) the New Representative and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Debt Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Junior Liens and the order of application of proceeds from the enforcement of Junior Liens.] [or] [Option B: to be used if additional debt is First Lien Debt] [The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative hereby agrees, for the enforceable benefit of each current and future Junior Lien Debt Representative, each other existing and future First Lien Debt Representative and each current and future First Lien Secured Party and Junior Lien Secured Party and as a condition to being treated as Secured Debt under the Intercreditor Agreement that:
(a) as provided by Section 2.9 of the Intercreditor Agreement, all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Company or any other Grantor to secure any Obligations in respect of any Series of First Lien Debt and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all First 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 First Lien Debt if the Secured Debt Documents in respect thereof prohibit the applicable First Lien Debt Representative from accepting the benefit of a Lien on any particular asset or property or such First Lien Debt Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; and
(b) the New Representative and each holder of Obligations in respect of the Series of First Lien Debt for which the undersigned is acting as First Lien Debt Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First Liens and the order of application of proceeds from the enforcement of First Liens.]
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (Diamond Offshore Drilling, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New [Additional Agent][[Applicable] Priority Lien Representative], on behalf of itself and each holder of the [ Pari Passu Payment Lien Obligations in respect of under the Series of Parity Additional Loan Document][Priority Lien Debt Obligations ] for which the undersigned is acting as Parity [Additional Agent][[Applicable] Priority Lien Representative Representative] hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity [Bond Obligations and Pari Passu Payment Lien Debt and Junior Obligations][Priority Lien Debt, each existing and future Junior Lien RepresentativeObligations ][, each other existing and future Parity Lien Authorized Representative and each existing and future holder of Permitted Prior Liens permitted prior Liens] and as a condition to being treated as Secured Debt Obligations under the Collateral Trust Security Agreement that:
(a) all Parity [Bond Obligations and Pari Passu Payment Lien Obligations][Priority Lien Obligations ] will be and are secured Equally equally and Ratably ratably by all Parity Liens at any time granted by EFIH the Borrower or any Successor Company successor company to secure any [Bond Obligations in respect of any Series of Parity and Pari Passu Payment Lien Debt, whether or not upon property otherwise constituting collateral Obligations][Priority Lien Obligations ] on the Collateral for [such Series of Parity Bond Obligations and Pari Passu Payment Lien DebtObligations][the Priority Lien Obligations ], and that all such Parity Liens will be enforceable by the Collateral Trustee Agent for the benefit of all holders of Parity [Bond Obligations and Pari Passu Payment Lien Obliga-tions][Priority Lien Obligations Equally ] equally and Ratablyratably;
(b) the New Representative [Additional Agent][[Applicable] Priority Lien Representative] and each holder of [the Bond Obligations in respect of the Series of Parity and Pari Passu Payment Lien Debt Obligations][Priority Lien Obligations ] for which the undersigned is acting as Parity [Additional Agent][[Applicable] Priority Lien Representative Representative] are bound by the provisions of the Collateral Trust Security Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee Agent shall be the [Additional Secured Par-ties’][[Applicable] Priority Lien Representative’s] collateral agent pursuant to reasonable terms and conditions agreed to by the [Additional Agent][[Applicable] Priority Lien Representative] and the Collateral Agent, which terms shall not in any event be inconsistent with the provisions of the Security Agreement; and
(d) the Collateral Agent shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:Agreement.
Appears in 1 contract
Sources: Security Agreement (Bankrate, Inc.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens. [or] [Option B: to be used if Additional Debt constitutes a Series of Noteholder Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative][Noteholder Collateral Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that:
(a) all Parity Noteholder Lien Obligations will be and are secured Equally and Ratably by all Parity Noteholder Liens at any time granted by EFIH the Initial Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Noteholder Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Noteholder Lien Debt, and that all such Parity Noteholder Liens will be enforceable by the Noteholder Collateral Trustee Agent with respect to such Series of Noteholder Lien Debt for the benefit of all holders of Parity Noteholder Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Noteholder Liens and the order of application of proceeds from the enforcement of Parity Noteholder Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Noteholder Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as [Secured Debt Representative] appoints the Noteholder Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Noteholder Collateral Trust Agreement that:Agency Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Lien Subordination and Intercreditor Agreement (Dominion Textile (Usa), L.L.C.)
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt is Parity Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Parity Lien Debt, each existing and future Junior Priority Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Parity Lien Obligations will be and are secured Equally equally and Ratably ratably by all Parity Liens at any time granted by EFIH the Borrower or any Successor Company other Guarantor 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 holders of Parity Lien Obligations Equally equally and Ratablyratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Lien Debt for which the undersigned is acting as Parity Lien Representative are bound by the provisions of the Collateral Trust this Agreement, including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Priority Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Junior Priority Lien Debt for which the undersigned is acting as Junior Priority Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Priority Lien Debt and Junior Series of Parity Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Priority Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement that:
(a) all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Borrower or any other 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 Trustee for the benefit of all holders of Priority Lien Obligations equally and ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as Priority Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from the enforcement of Priority Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Trust Agreement
Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is Parity acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as ABL Debt Obligations under the Intercreditor Agreement, that the New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of ABL Liens, [or] [Option B: to be used if Additional Debt constitutes a Series of Noteholder Lien Debt] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt [that constitutes Noteholder Substitute Facility] for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] [Noteholder Collateral Agent] hereby agrees, for the enforceable benefit of all holders of Secured Parties and each existing and future Series of Parity Lien Secured Debt and Junior Lien Debt, each existing and future Junior Lien Representative, each other existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as Secured Debt under the Collateral Trust Agreement Intercreditor Agreement, that:
(a) all Parity Noteholder Lien Obligations will be and are secured Equally and Ratably by all Parity Noteholder Liens at any time granted by EFIH the Initial Grantors or any Successor Company other Grantor to secure any Obligations in respect of any such Series of Parity Noteholder Lien Debt, whether or not upon property otherwise constituting collateral Collateral for such Series of Parity Noteholder Lien Debt, and that all such Parity Noteholder Liens will be enforceable by the Noteholder Collateral Trustee Agent with respect to such Series of Noteholder Lien Debt for the benefit of all holders of Parity Noteholder Lien Obligations Equally and Ratably;
(b) the New Representative and each holder of Obligations in respect of the Series of Parity Noteholder Lien Debt for which the undersigned is acting as Parity Lien Representative [Secured Debt Representative] are bound by the provisions of the Collateral Trust Intercreditor Agreement, including the provisions relating to the ranking of Parity Noteholder Liens and the order of application of proceeds from the enforcement of Parity Noteholder Liens; and
(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Security Documents. [or] [Option B: to be used if Additional Debt is Junior Lien Debt] The undersigned New Representative, on behalf of itself Representative and each holder of Obligations in respect of the Series of Junior Noteholder Lien Debt for which the undersigned is acting as Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt and Junior Lien Debt, each existing and future Parity Lien Representative, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Prior Liens and as a condition to being treated as [Secured Debt Representative] appoints the Noteholder Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Noteholder Collateral Agent of, and directs the Noteholder Collateral Agent to perform, its obligations under the Intercreditor Agreement and the Noteholder Collateral Trust Agreement that:Agency Agreement, together with all such powers as are reasonably incidental thereto.
Appears in 1 contract
Sources: Lien Subordination and Intercreditor Agreement (Am-Pac Tire Dist. Inc.)