Priority Confirmation Sample Clauses

Priority Confirmation. [Option A: to be used if additional debt constitutes replacement Priority Debt Documents] The undersigned New Representative, on behalf of itself and each Priority Secured Party for which the undersigned is acting as Priority Debt Representative hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority 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 Second-Out Substitute Credit Facility or Additional Second-Out Credit Facility] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second-Out Debt that constitutes a [Second-Out Substitute Facility][Additional Second-Out Credit Facility] for which the undersigned is acting as Second-Out Agent hereby agrees, for the benefit of all Priority Secured Parties and each future Priority Debt Representative, and as a condition to being treated as Priority Obligations under the Intercreditor Agreement, that: (a) all Second-Out Obligations will be and are secured equally and ratably by all Second-Out Liens at any time granted by the Borrower or any other Grantor to secure any Obligations in respect of such Second-Out Debt, whether or not upon property otherwise constituting Shared Collateral for such Second-Out Debt, and that all such Second-Out Liens will be enforceable by the Second-Out Agent with respect to such Second-Out Debt for the benefit of all Second-Out Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Second-Out Debt for which the undersigned is acting as Second-Out Agent are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of First-Out Liens and Second-Out Liens and the order of application of proceeds from enforcement of First-Out Liens and Second-Out Liens; and (c) the New Representative and each holder of Obligations in respect of the Series of Second-Out Debt for which the undersigned is acting as Second-Out Agent appoints the Second Lien Collateral Agent and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Agent of, and directs the Second Lien Collateral ...

Priority Confirmation. The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is 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.

Priority Confirmation. The undersigned New Intercompany Lender hereby agrees, for the enforceable benefit of all holders of each existing and future Senior Loan and Series of Junior Lien Debt, each existing and future Senior Collateral Agent, each other Senior Secured Party, each other existing and future Junior Lien Representative and each existing and future holder of Permitted Liens that the Intercompany Debt Obligations shall be subordinate and junior in right of payment to the full and prior payment in cash of the Senior Obligations and the Junior Lien Obligations to the extent and in the manner set forth in the Intercreditor Agreement.

Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as Third Lien Trustee and Third Lien Collateral Trustee hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt under the Intercreditor Agreement, that: (a) all Third Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by W&T or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties equally and ratably; (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as Third Lien Collateral Trustee are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens.

Priority Confirmation. [Option A: to be used if additional debt constitutes a Priority Lien Debt] The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is 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:

Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of [Credit Agreement][Notes] Obligations in respect of the Series of Priority Obligations for which the undersigned is acting as Priority Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Obligations, each other existing and future Priority Debt Representative and each current and future Secured Party and as a condition to being treated as [Credit Agreement][Notes] Obligations and Priority Obligations under the Intercreditor Agreement that the New Representative and each holder of Priority Obligations of the Series for which the undersigned is acting as Priority Debt Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of Proceeds from the enforcement of Priority Liens.

Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Priority Obligations of the Series for which the undersigned is acting as Priority Debt Representative hereby agrees, for the enforceable benefit of all holders of each existing and future Series of Priority Obligations, each other existing and future Priority Debt Representative and each current and future Secured Party and as a condition to being treated Additional Priority Obligations and Priority Obligations under the Intercreditor Agreement that the New Representative and each holder of Priority Obligations of the Series for which the undersigned is acting as Priority Debt Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of Proceeds from the enforcement of Priority Liens.

Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of obligations in respect of the Additional First Lien Indebtedness to be incurred under the New First Lien Loan Agreement (together with the New Representative, the “New First Lien Secured Parties”), hereby agrees, for the enforceable benefit of all existing and future First Lien Secured Parties, each existing and future Debt Representative and each existing and future Second Lien Secured Party, and as a condition to having the Indebtedness and other obligations incurred with or with respect to the New First Lien Loan Agreement being treated as First Lien Obligations under the Intercreditor Agreement that: (a) the New Representative and each other New First Lien Secured Party is bound by the terms, conditions and provisions of the Intercreditor Agreement; and (b) the New Representative shall perform its obligations under the Intercreditor Agreement and the First Lien Security Documents.