Common use of Equal and Ratable Security Clause in Contracts

Equal and Ratable Security. This Agreement is intended to comply with the provisions of the Equal and Ratable Notes Documents to secure the Equal and Ratable Notes Obligations equally and ratably with the Mortgage Bond Obligations in respect of the Shared Collateral. It is agreed that this Agreement and the Shared Security Documents are intended to secure, and provide for security for, the Equal and Ratable Notes Obligations on an equal and ratable basis with the Mortgage Bond Obligations with respect to the Shared Collateral, so long as, and to the extent, required with respect to any series of Equal and Ratable Notes, and this Agreement and the Shared Security Documents shall be construed and enforced to give effect to such intention. It is agreed that the foregoing shall be given effect notwithstanding (i) the time of incurrence of the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (ii) the order or method of attachment or perfection of any Liens on any Shared Collateral securing the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Shared Collateral, (iv) the time of taking of possession or control over any Shared Collateral, (v) that any Lien granted under the Shared Security Documents on any Shared Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien on the Shared Collateral, or (vi) the rules for determining priority under any law governing the relative priorities of Liens. Any and all rights not herein expressly given to the 2002 Indenture Trustee and/or 2006 Indenture Trustee are expressly reserved to the Mortgage Bond Trustee, it being understood that in the absence of a requirement to provide equal and ratable security set forth in the Equal and Ratable Notes Documents, this Agreement would not have been accepted by the Mortgage Bond Trustee or the holders of the Mortgage Bonds.

Equal and Ratable Security. This Agreement is intended to comply with the provisions of the Equal and Ratable Notes Documents to shall secure the Equal Equally and Ratable Notes Obligations equally and ratably with the Mortgage Bond Obligations in respect of the Shared Collateral. It is agreed that this Agreement and the Shared Security Documents are intended to secure, and provide for security for, the Equal and Ratable Notes Ratably Secured Obligations on an equal and ratable basis with the Mortgage Bond other Obligations with respect to the Shared Collateral, so long as, and to the extent, required with respect to any series of Equal and Ratable Notes, and this Agreement and the Shared Security Documents shall be construed and enforced accordingly. Limitation on Administrative Agent’s Responsibilities with Respect to Holders of Equally and Ratably Secured Obligations. The obligations of the Administrative Agent to the holders of Equally and Ratably Secured Obligations and the TWC Notes Trustee and TWCE Notes Trustee hereunder shall be limited solely to (i) holding the Collateral for the ratable benefit of the holders of Equally and Ratably Secured Obligations for so long as (A) the Discharge Date has not occurred and any Liens securing the Obligations remain outstanding and (B) any Equally and Ratably Secured Obligations are secured by the Collateral pursuant to this Agreement and (ii) distributing any proceeds received by the Administrative Agent from the sale, collection or realization of the Collateral to the TWC Notes Trustee and TWCE Notes Trustee in accordance with Section 7.3. None of the holders of Equally and Ratably Secured Obligations, the TWC Notes Trustee nor the TWCE Notes Trustee shall be entitled to exercise (or direct the Administrative Agent to exercise) any rights or remedies hereunder with respect to the Equally and Ratably Secured Obligations, including without limitation the right to receive any payments, enforce the Lien on Collateral, request any action, institute proceedings, give effect any instructions to such intentionthe Administrative Agent or any other Person, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. It is This Agreement shall not create any liability of the Administrative Agent or the Secured Parties to any holders of Equally and Ratably Secured Obligations or to the TWC Notes Trustee or the TWCE Notes Trustee by reason of actions taken with respect to the creation, perfection or continuation of the Lien on Collateral, actions with respect to the occurrence of an Event of Default (under, and as defined in, the Credit Agreement), actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral or action with respect to the collection of any claim for all or any part of the Equally and Ratably Secured Obligations, guarantor or any other party or the valuation, use or protection of the Collateral. By acceptance of the benefits under this Agreement and the other Loan Documents, the holders of Equally and Ratably Secured Obligations, the TWC Notes Trustee and the TWCE Notes Truste will be deemed to have acknowledged and agreed that the foregoing shall be given effect notwithstanding (i) the time of incurrence provisions of the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (ii) preceding sentence are intended to induce the order or method of attachment or perfection of any Liens on any Shared Collateral securing the Mortgage Bond Obligations or any series of Equal and Ratable Notes Obligations, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded Lenders to perfect any Lien upon any Shared Collateral, (iv) the time of taking of possession or control over any Shared Collateral, (v) that any Lien granted permit such Persons to be secured parties under the Shared Security Documents on any Shared Collateral may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien on the Shared Collateral, or (vi) the rules for determining priority under any law governing the relative priorities of Liens. Any and all rights not herein expressly given to the 2002 Indenture Trustee and/or 2006 Indenture Trustee are expressly reserved to the Mortgage Bond Trustee, it being understood that in the absence of a requirement to provide equal and ratable security set forth in the Equal and Ratable Notes Documents, this Agreement would not have been accepted and are being relied upon by the Mortgage Bond Trustee or the holders of the Mortgage BondsLenders as consideration therefor.