Common use of Existing Notes Clause in Contracts

Existing Notes. (a) Subject to Section 12.14(b), the Collateral Agent agrees, for the benefit of the Existing Notes Trustee and the holders of the Secured Existing Notes (each of whom are intended as third party beneficiaries of this Section 12.14), that the Second Priority Liens in favor of the Collateral Agent over the First Lien Shared Collateral shall be subordinate to and rank junior to any Liens on the First Lien Shared Collateral granted by the Existing Notes Issuer and any Existing Notes Guarantors in favor of the Existing Notes Trustee securing the Secured Existing Notes and all other obligations under the Existing Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable laws. (b) From and after the date of Discharge of Senior Lender Claims and for so long as and to the extent that there exist no First Priority Liens on the Shared Collateral, the Collateral Agent agrees, for the benefit of the Existing Notes Trustee and the holders of the Secured Existing Notes (each of whom are intended as third party beneficiaries of this Section 12.14), that the Second Priority Liens granted in favor of the Collateral Agent over the Shared Collateral shall secure the Second Priority Obligations on an equal basis, ranking ratably and pari passu, with any Liens on the Shared Collateral granted by the Existing Notes Issuer and any Existing Notes Guarantors in favor of the Existing Notes Trustee securing the Secured Existing Notes and all other obligations under the Existing Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable laws. (c) The Trustee and the Collateral Agent are each authorized and directed to enter into one or more intercreditor agreements from time to time (collectively, the Existing Notes Intercreditor Agreement with the Existing Notes Trustee that provide for, inter alia, substantially the same rights referred to in this Section 12.14 and covering any other matters incidental thereto, including provisions relating to the release of the Liens granted in favor of the Existing Notes Trustee.

Existing Notes. (a) Subject to Section 12.14(b), the Collateral Agent agrees, for the benefit of the Existing THI Notes Trustee and the holders of the THI Notes to the extent secured by a lien on any assets or property of ▇▇▇ Hortons and certain of its Subsidiaries, (the “THI Secured Existing Notes Notes”) (each of whom are intended as third party beneficiaries of this Section 12.14), that the Second Priority Liens in favor of the Collateral Agent over the First Lien Shared Collateral shall be subordinate to and rank junior to any Liens on the First Lien Shared Collateral granted by the Existing THI Notes Issuer and any Existing THI Notes Guarantors in favor of the Existing THI Notes Trustee securing the THI Secured Existing Notes and all other obligations under the Existing THI Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the THI Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing THI Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing THI Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities priori-ties otherwise accorded to such Liens by any applicable laws. (b) From and after the date of Discharge of Senior Lender Claims and for so long as and to the extent that there exist no First Priority Liens on the Shared Collateral, the Collateral Agent agrees, for the benefit of the Existing THI Notes Trustee and the holders of the THI Secured Existing Notes (each of whom are intended as third party beneficiaries beneficiar-ies of this Section 12.14), that the Second Priority Liens granted in favor of the Collateral Agent over the Shared Collateral shall secure the Second Priority Obligations on an equal basis, ranking ratably and pari passu, with any Liens on the Shared Collateral granted by the Existing THI Notes Issuer and any Existing THI Notes Guarantors in favor of the Existing THI Notes Trustee securing the THI Secured Existing Notes and all other obligations under the Existing THI Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional addition-al Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the THI Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing THI Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing THI Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable laws. (c) The Trustee and the Collateral Agent are each authorized and directed to enter into one or more intercreditor agreements from time to time (collectively, the Existing Notes Intercreditor Agreement with the Existing THI Notes Trustee that provide for, inter alia, substantially the same rights referred to in this Section 12.14 and covering any other matters incidental thereto, including provisions relating to the release of the Liens granted in favor of the Existing THI Notes Trustee.

Existing Notes. (a) Subject to Section 12.14(b), the Collateral Agent agrees, for the benefit of the Existing THI Notes Trustee and the holders of the THI Notes to the extent secured by a lien on any assets or property of ▇▇▇ Hortons and certain of its Subsidiaries (the “THI Secured Existing Notes Notes”) (each of whom are intended as third party beneficiaries of this Section 12.14), that the Second Priority Liens in favor of the Collateral Agent over the First Lien Shared Collateral shall be subordinate to and rank junior to any Liens on the First Lien Shared Collateral granted by the Existing THI Notes Issuer and any Existing THI Notes Guarantors in favor of the Existing THI Notes Trustee securing the THI Secured Existing Notes and all other obligations under the Existing THI Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the THI Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing THI Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing THI Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable laws. (b) From and after the date of Discharge of Senior Lender Claims and for so long as and to the extent that there exist no First Priority Liens on the Shared Collateral, the Collateral Agent agrees, for the benefit of the Existing THI Notes Trustee and the holders of the THI Secured Existing Notes (each of whom are intended as third party beneficiaries of this Section 12.14), that the Second Priority Liens granted in favor of the Collateral Agent over the Shared Collateral shall secure the Second Priority Obligations on an equal basis, ranking ratably and pari passu, with any Liens on the Shared Collateral granted by the Existing THI Notes Issuer and any Existing THI Notes Guarantors in favor of the Existing THI Notes Trustee securing the THI Secured Existing Notes and all other obligations under the Existing THI Notes Indenture, irrespective of: (i) the time or order of creation, execution, delivery, attachment or perfection of such Liens; (ii) the method of perfection of such Liens; (iii) the time or order of registration or filing of financing statements, land registration forms or other recordings of such Liens; (iv) the giving of or failure to give notice of the acquisition of any additional addition-al Liens; (v) the date or dates of any existing or future advance or advances made or other credit accommodation granted or services provided by the Collateral Agent or the holders of the THI Secured Existing Notes; (vi) the date or dates of any Default or Event of Default in respect of the Second Priority Obligations or the date or dates of any default in respect of the obligations under the Existing THI Notes Indenture or, in each case, any security granted in respect thereof; (vii) the date of crystallization of any floating charge created by such Liens; (viii) the date of commencement of enforcement proceedings under this Indenture or the Existing THI Notes Indenture or the respective security agreements securing the obligations thereunder; or (ix) the priorities otherwise accorded to such Liens by any applicable laws. (c) The Trustee and the Collateral Agent are each authorized and directed to enter into one or more intercreditor agreements from time to time (collectively, the Existing Notes Intercreditor Agreement with the Existing THI Notes Trustee that provide for, inter alia, substantially the same rights referred to in this Section 12.14 and covering any other matters incidental thereto, including provisions relating to the release of the Liens granted in favor of the Existing THI Notes Trustee.