Second Priority Collateral Documents Sample Clauses
Second Priority Collateral Documents. The Lessor and each Lender hereby accepts the benefits of and acknowledges and agrees to the terms of each of the Second Priority Collateral Documents and confirms its appointment of Wilmington Trust Company as the trustee thereunder in accordance with the terms thereof and of The Sumitomo Bank Limited, New York Branch as collateral agent (in such capacity, "Sumitomo") as the Second Priority Representative under and as defined in the Definitions Annex attached hereto as Attachment I to Annex A, and agree that the provisions of Section 5 of the Intercreditor Agreement (as defined in the Lease) shall apply to Sumitomo in its capacity as the Second Priority Representative.
Second Priority Collateral Documents. (a) Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, unless otherwise agreed by the Senior Collateral Agent, each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to a similar effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Citibank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement, dated as of October 10, 2007, as amended by Amendment No. 1 thereto, dated as of August 7, 2009 (as further amended, restated, supplemented or otherwise modified from time to time), among U.S. Holdings, as parent guarantor, the Company, as borrower, the other guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto as lenders, Citibank, N.A., as administrative agent and collateral agent and the other agents and entities party thereto, [and to the liens and security interests granted to Citibank, N.A., as collateral agent pursuant to [Addition Senior Debt Documents (as amended, supplemented or otherwise modified from time to time)]] and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of October 6 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Citibank, N.A., as Senior Collateral Agent, the [Second Priority Representative], U.S. Holdings, as parent guarantor, the Company, as borrower, the other guarantors party thereto, and the other parties (if any) party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” In addition, the Second Priority Representatives, on behalf of the Second Priority Secured Parties, agree that each mortgage, if applicable, covering any Shared Coll...
Second Priority Collateral Documents. Each of the Second Priority Mortgages, the Second Priority Subsidiary Security Agreement, the Second Priority Subsidiary Guarantee Agreements shall be in form an substance satisfactory to the Agents, shall have been duly executed by each Subsidiary Guarantor, and by or on behalf of the Second Priority Debt Parties, shall have been delivered to the Senior Collateral Agent, and shall be in full force and effect.