Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower: (a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate; (b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower; (c) identifying the Person that serves as the Additional Collateral Agent; (d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 5 contracts
Samples: First Lien Intercreditor Agreement (Ami Celebrity Publications, LLC), Intercreditor Agreement (Integra Leasing As), Credit Agreement (American Renal Associates LLC)
Additional First Lien Obligations. The Borrower may Company may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized a Responsible Officer of the BorrowerCompany:
(ai) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(bii) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized a Responsible Officer of the BorrowerCompany;
(ciii) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(div) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured the First Lien Credit Document of any Class Documents in effect at such time;
(v) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(vi) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
Additional First Lien Obligations. The Borrower may Issuer may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Issuer or any of the Grantors other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized Officer of the BorrowerOfficers’ Certificate:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the BorrowerOfficers’ Certificate;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate, the related attachments as provided above, and an opinion of counsel with respect to the satisfaction of all conditions precedent to the incurrence of the Additional First Lien Obligations, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 3 contracts
Samples: Indenture (BMC Stock Holdings, Inc.), Indenture (BMC Stock Holdings, Inc.), Indenture (Builders FirstSource, Inc.)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each the Collateral Agent party hereto at such time and each Authorized Representative a certificate of an Authorized a Responsible Officer of the Borrower:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents Agreement under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Agreement as each Grantor has executed and delivered to the Person person (the “Additional Authorized Representative”) that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) Authorized Representative with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person Additional Authorized Representative and confirming that serves the Collateral Agent will serve as the collateral agent with respect to such Additional First Lien Obligations; provided that if any Authorized Representative holds any Collateral Agentdirectly for any Class of First Lien Obligations, such Additional Authorized Representative may hold Collateral for such Additional First Lien Obligations;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) certifying that (A) the Additional First Lien Agreement provides that all powers, rights and remedies under the Security Agreement with respect to Shared Collateral may be exercised solely by the Collateral Agent in accordance with the terms thereof, and that no other First Lien Secured Party of the applicable Class shall have any right individually to realize upon any of the Liens on Shared Collateral granted thereunder to secure First Lien Obligations, (B) the Additional First Lien Agreement authorizes the Additional Authorized Representative to become a party hereto by executing and delivering an Additional First Lien Joinder Agreement and (C) the Additional First Lien Agreement provides that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Additional First Lien Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Revel Entertainment Group, LLC)
Additional First Lien Obligations. The Borrower may Company may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Company or any of the Grantors other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized Officer of the BorrowerOfficers’ Certificate:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the BorrowerOfficers’ Certificate;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate, the related attachments as provided above, and an opinion of counsel with respect to the satisfaction of all conditions precedent to the incurrence of the Additional First Lien Obligations, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 2 contracts
Samples: Indenture (United States Steel Corp), Indenture (United States Steel Corp)
Additional First Lien Obligations. The Borrower Company may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Company or any of the Grantors Subsidiaries that would, if such Liens were granted, constitute Shared Common Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer authorized officer of the BorrowerCompany:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents Agreements under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Agreements as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer authorized officer of the BorrowerCompany;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;; and
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Toys R Us Inc)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower or any of Credit Agreement, the Grantors that wouldTWC Indenture, if such Liens were grantedthe TWCE Indenture, constitute Shared Collateral as the Indenture and the Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of Documents, the Borrower:
(a) describing the indebtedness and other obligations being designated as Borrower may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the Additional First Lien Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Annex IV (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent”Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) with respect the Borrower shall have delivered to such the Applicable Authorized Representative true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
(ciii) identifying the Person Borrower shall have delivered to the Applicable Authorized Representative an Officer’s Certificate stating that serves as such Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the Additional Collateral Agent;
(d) certifying that extent a consent is otherwise required to permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (Cco Holdings LLC), First Lien Intercreditor Agreement (Cco Holdings LLC)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete in all material respects by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not or will not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) identifying such Additional First Lien Obligations as either Priority Payment Lien Obligations or Pari Passu Lien Indebtedness in accordance with the applicable definitions thereof;
(f) certifying that the Additional First Lien Obligations Documents (A) meet the requirements of Section 6.01(b) and (B) authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(g) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 2 contracts
Samples: Intercreditor and Collateral Agency Agreement (APX Group Holdings, Inc.), Intercreditor and Collateral Agency Agreement (Olympic-Cascade Publishing, Inc.)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, incur and designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete in all material respects by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not or will not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) certifying that the Additional First Lien Obligations Documents authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 2 contracts
Samples: Credit Agreement (Red Lion Hotels CORP), Credit Agreement (Hilton Grand Vacations Inc.)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to timethe extent, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured permitted by Liens on any assets the provisions of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as then extant Indenture and Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of Documents, the Borrower:
(a) describing the indebtedness and other obligations being designated as Borrower may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the Additional First Lien Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Controlling Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent”Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) with respect the Borrower shall have delivered to such the Controlling Collateral Agent true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
(ciii) identifying the Person Borrower shall have delivered to the Controlling Collateral Agent an Officer’s Certificate stating that serves as such Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the Additional Collateral Agent;
(d) certifying that extent a consent is otherwise required to permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (ORBCOMM Inc.), First Lien Intercreditor Agreement (ORBCOMM Inc.)
Additional First Lien Obligations. The On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Borrower may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens Collateral on a pari passu basis with the Obligations or with any assets of the Borrower or any of the Grantors that wouldother First Lien Obligations if then in effect, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Borrower (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative, on behalf of the maximum aggregate outstanding principal amount of such indebtedness as of First Lien Secured Parties under the date of such certificate;
(b) setting forth the applicable Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or Agreement, agrees to and accepts the Guarantees appointment of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents the Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional itself and each First Lien ObligationsSecured Party it represents, certified as being true to be bound by this Security Agreement and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Serena Software Inc), Security Agreement (Serena Software Inc)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, incur and designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth a summary of the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to ;
(c) identifying the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent);
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not or will not violate or result in a default Default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) certifying that the Additional First Lien Obligations Documents authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Additional First Lien Obligations. The Borrower may from time Notwithstanding any provision to timethe contrary in this Agreement, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate shall be under no obligation to serve as agent on behalf of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such Person role, it being referred understood that, in such circumstance, no provisions of this Agreement will benefit or apply to as the “holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent”) Agent shall serve in such role only if it has countersigned an Additional First Lien Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional First Lien Obligations Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the closing date holders of such any Additional First Lien Obligations, certified as being true Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and complete secure them by an Authorized Officer Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such First Lien Credit Agreement and any Additional First Lien Obligations, Agreement and in such case the creation of Collateral Agent is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;.
Appears in 1 contract
Samples: First Lien Pledge Agreement (Grocery Outlet Holding Corp.)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower Credit Agreement, the Initial Additional First Lien Documents and the Additional First Lien Documents then in effect, the Borrowers may incur Additional First Lien Obligations. Any such additional class or any series of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each the First Lien Security Documents, if and subject to the condition that the Collateral Agent party hereto at of any such time Senior Class Debt (each, a certificate of an Authorized Officer “Senior Class Debt Representative”), acting on behalf of the Borrower:holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(ai) describing such Senior Class Debt Representative, the indebtedness Controlling Collateral Agent and other obligations being designated each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional First Lien ObligationsAgent hereunder, and including a statement the Senior Class Debt in respect of which such Senior Class Debt Representative is the maximum aggregate outstanding principal amount of such indebtedness as of Collateral Agent and the date of such certificaterelated Senior Class Debt Parties become subject hereto and bound hereby;
(bii) setting forth the Borrowers shall have delivered to the Controlling Collateral Agent true and complete copies of each of the Additional First Lien Obligations Documents under which relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrowers;
(iii) the Borrowers shall have delivered to the Controlling Collateral Agent an Officer’s Certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 1 contract
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Senior Credit Facility and any First Lien Agreement then outstanding, the Issuer may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent, the Credit Agreement Collateral Agent party hereto at such time and each other Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Facility and any First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex C) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional First Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations this Security Agreement and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (First Data Corp)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower Credit Agreement, the Secured Indenture, the Bridge Credit Agreement and the Additional First Lien Documents, the Company or any its Restricted Subsidiaries may incur Additional First Lien Obligations. Any such additional class or series of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents, if and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Company shall have delivered to the Applicable Authorized Representative true and complete copies of each of the Additional First Lien Documents under which relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Company; (iii) the Company shall have delivered to the Applicable Authorized Representative an Officer’s Certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Document, each Grantor has obtained the requisite consent; and
Appears in 1 contract
Samples: Indenture (Western Digital Corp)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to timethe extent, subject to any limitations contained in any Secured Credit Documents in effect at such timepermitted by the provisions of the then extant First Lien Debt Documents, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any Grantor may incur additional indebtedness after the date hereof that is permitted by the then extant First Lien Debt Documents to be incurred and to be secured on an equal and ratable or pari passu basis as the Liens on all or any part of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional securing the First Lien Obligations (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by delivering to each Collateral Agent party hereto at such time a certificate of Lien on an Authorized Officer of equal and ratable or pari passu basis as the Borrower:
(a) describing Liens securing the indebtedness and other obligations being designated as Additional First Lien Obligations, in each case under and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth pursuant to the Additional First Lien Obligations Debt Documents under which relating thereto, if and subject to the condition that the Collateral Agent of any such Additional First Lien Obligations are issued or incurred or the Guarantees Senior Class Debt (each an “Additional Senior Class Debt Collateral Agent”), acting on behalf of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations Senior Class Debt (such Person Additional Senior Class Debt Collateral Agent and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) of the immediately succeeding paragraph. In order for an Additional Senior Class Debt Collateral Agent to become a party to this Agreement,
(i) such Additional Senior Class Debt Collateral Agent”, the Controlling Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Controlling Collateral Agent, the Additional Senior Class Debt Collateral Agent and the Borrower) with pursuant to which such Additional Senior Class Debt Collateral Agent becomes a Collateral Agent hereunder and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Collateral Agent is the Collateral Agent and the related Additional Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Borrower shall have (x) delivered to the Controlling Collateral Agent and each other Collateral Agent true and complete copies of each of the Additional First Lien Debt Documents relating to such Additional First Lien Obligations on the closing date of such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
, and (cy) identifying identified in a certificate of an authorized officer the Person that serves obligations to be designated as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation initial aggregate principal amount or face amount thereof; and
(iii) the Additional First Lien Debt Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent and each other Collateral Agent, that each Additional Senior Class Debt Party with respect to such Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Senior Class Debt. Each Collateral Agent acknowledges and agrees that upon execution and delivery of a Joinder Agreement substantially in the form of Annex II by an Additional First Lien Obligations” hereunder do not violate or result Senior Class Debt Collateral Agent, an Additional Senior Class Debt Collateral Agent and each Grantor in accordance with this Section 5.13, each other Collateral Agent shall acknowledge such receipt thereof by countersigning a default under any provision copy thereof, subject to the terms of this Section 5.13 and returning the same to such Additional Senior Class Debt Collateral Agent; provided that the failure of any Secured Credit Document Collateral Agent to so acknowledge or return shall not affect the status of any such debt as Additional Senior Class in effect at such time;Debt if the other requirements of this Section 5.13 are complied with.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Additional First Lien Obligations. The Borrower may from time Notwithstanding any provision to timethe contrary in this Agreement, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate shall be under no obligation to serve as agent on behalf of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such Person role, it being referred understood that, in such circumstance, no provisions of this Agreement will benefit or apply to as the “Additional Collateral Agent”) with respect to such holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the closing date holders of such any Additional First Lien Obligations, certified as being true Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and complete secure them by an Authorized Officer Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Credit Agreement and any Additional First Lien Obligations, Agreement and in such case the creation of Collateral Agent is authorized to execute the Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;.
Appears in 1 contract
Samples: Credit Agreement (MultiPlan Corp)
Additional First Lien Obligations. The Borrower Company may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, would constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time the Applicable Authorized Representative for the benefit of the First Lien Secured Parties a certificate of an Authorized Officer authorized officer of the Borrowereach Company:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, Obligations and including a statement of the maximum initial aggregate outstanding principal amount of such indebtedness or face amount thereof as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents Agreements under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Agreements as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer authorized officer of the Borrowereach Company;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;; and
Appears in 1 contract
Additional First Lien Obligations. The Borrower Borrowers and the Grantors may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, incur and designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Borrowers or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the BorrowerParent:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
; (b) setting forth a summary of the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete in all material respects by an Authorized Officer of the BorrowerParent;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time To the extent, but only to timethe extent permitted by the provisions of the Credit Agreement, subject to any limitations contained in any Secured Credit Documents in effect at such timethe Indenture and the Additional First Lien Documents, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any other Grantor may incur Additional First Lien Obligations. Any such additional Series of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Additional Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents, if and subject to the condition that the Collateral Agent of any such Additional Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Additional Senior Class Debt (such Collateral Agent and holders in respect of any Additional Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Authorized Representative and the Borrower shall have executed and delivered an instrument substantially in the form of Xxxxx XX (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Additional Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Borrower shall have delivered to the Collateral Agents true and complete copies of each of the Additional First Lien Documents under which relating to such Additional Senior Class Debt, certified as being true and correct by a responsible officer of the Borrower;
(iii) the Borrower shall have delivered to the Collateral Agents an Officer’s Certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document then in effect to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document then in effect, each Grantor has obtained the requisite consent; and
(iv) the Additional First Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Additional Senior Class Debt will be subject to and bound by the provisions of any this Agreement in its capacity as a holder of such Additional Senior Class in effect at such time;Debt.
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower then extant Credit Agreement, the Term Loan Agreement and the Additional First Lien Documents, the Parent and/or any Grantor may incur Additional First Lien Obligations. Any such additional class or any series of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents, if and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Collateral Agent and the Parent shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Parent shall have delivered to the Applicable Collateral Agent true and complete copies of each of the Additional First Lien Documents under which relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Parent;
(iii) the Parent shall have delivered to the Applicable Collateral Agent an Officer’s Certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations and the designation of Documents, as applicable, relating to such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result Senior Class Debt shall provide, in a default under any provision of any Secured Credit Document of any manner reasonably satisfactory to the Applicable Collateral Agent, that each Senior Class in effect at Debt Party with respect to such time;Senior Class Debt will be subject to and bound
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Cardtronics PLC)
Additional First Lien Obligations. The On or after the date hereof and so long as expressly permitted by the DIP Credit Agreement and the Final Order, the Borrower or any other Credit Party may from time to time, subject time designate Indebtedness and other Obligations (including Secured Hedging Agreements and Secured Cash Management Agreements) at the time of incurrence to any limitations contained in any be secured on a pari passu basis with the Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time (with copies to each Authorized Representative)
(a) a certificate of signed by an Authorized Officer of the Borrower:
Borrower (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations is not prohibited by the terms of the DIP Credit Agreement and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex C). Each Authorized Representative and each other Secured Party hereby agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional First Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;this Agreement.
Appears in 1 contract
Samples: Security Agreement (Energy Future Holdings Corp /TX/)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors Pulitzer Entities that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) : describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) ; setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor Pulitzer Entity has executed and delivered to the Person that serves as the agent, trustee or similar representative and the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) ; identifying the any such Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Senior Credit Facility, the Indenture and any Additional First Lien Agreement then outstanding, the Issuer may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent, the Credit Agreement Collateral Agent party hereto at such time and each other Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Facility, the Indenture and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex C) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional First Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations this Security Agreement and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (First Data Corp)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors Pulitzer Entities that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor Pulitzer Entity has executed and delivered to the Person that serves as the agent, trustee or similar representative and the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the any such Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Additional First Lien Obligations. The Borrower and the Issuer may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, incur and designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Borrower, the Issuer or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete in all material respects by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not or will not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) certifying that the Additional First Lien Obligations Documents authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (iHeartMedia, Inc.)
Additional First Lien Obligations. The Borrower may Company may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Company or any of the Grantors [Domestic] Subsidiaries that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized a Responsible Officer of the BorrowerCompany:
(aA) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(bB) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized a Responsible Officer of the BorrowerCompany;
(cC) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(dD) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured the First Lien Credit Document of any Class Documents in effect at such time;
(E) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(F) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
Additional First Lien Obligations. The Borrower may Company may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Parent, the Company or any of the Grantors Subsidiaries that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized a Responsible Officer of the BorrowerCompany:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized a Responsible Officer of the BorrowerCompany;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured the First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Senior Credit Facility and any First Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent, the Credit Agreement Collateral Agent party hereto at such time and each other Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Facility and any First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional First Lien Secured Party Consent (as defined in the Security Agreement) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional First Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations this Pledge Agreement and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Pledge Agreement (First Data Corp)
Additional First Lien Obligations. The Borrower Company may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, would constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time the Applicable Authorized Representative for the benefit of the First Lien Secured Parties a certificate of an Authorized Officer authorized officer of the Borrowereach Company:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, Obligations and including a statement of the maximum initial aggregate outstanding principal amount of such indebtedness or face amount thereof as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents Agreements under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Agreements as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer authorized officer of the Borrowereach Company;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower then extant Credit Agreement, the ChampionX Credit Agreement and the Additional First Lien Documents, the Borrowers may incur Additional First Lien Obligations. Any such additional class or any series of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents, if and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Borrowers shall have delivered to the Applicable Collateral Agent true and complete copies of each of the Additional First Lien Documents under which relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrowers;
(iii) the Borrowers shall have delivered to the Applicable Collateral Agent an Officer’s Certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable then extant Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 1 contract
Samples: Credit Agreement (ChampionX Corp)
Additional First Lien Obligations. The Borrower may from time Notwithstanding any provision to timethe contrary in this Agreement, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate shall be under no obligation to serve as agent on behalf of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such Person role, it being referred understood that, in such circumstance, no provisions of this Agreement will benefit or apply to as the “holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent”) Agent shall serve in such role only if it has countersigned an Additional First Lien Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional First Lien Obligations Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the closing date holders of such any Additional First Lien Obligations, certified as being true Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and complete secure them by an Authorized Officer Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such First Lien Credit Agreement and any Additional First Lien Obligations, Agreement and in such case the creation of Collateral Agent is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;. [Signature Pages Follow]
Appears in 1 contract
Samples: First Lien Pledge Agreement
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower or any of Credit Agreement, the Grantors that would, if such Liens were granted, constitute Shared Collateral as Indenture and the Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of Documents then in effect, the Borrower:
(a) describing the indebtedness and other obligations being designated as Borrower may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be Guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the First Lien Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Controlling Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex I (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent”Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) with respect the Borrower shall have delivered to such the Controlling Collateral Agent true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
(ciii) identifying the Person Borrower shall have delivered to the Controlling Collateral Agent an Officer’s Certificate stating that serves as such Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the Additional Collateral Agent;
(d) certifying that extent a consent is otherwise required to permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of each of the Borrower then-extant Secured NPA Documents, the Company or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Grantor may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis (subject to the Priority Waterfall), in each case under and pursuant to the Secured NPA Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative shall have executed and delivered to each Collateral Agent an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by each such Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent”Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) with respect the Company shall have delivered to such each Collateral Agent true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the BorrowerCompany;
(ciii) identifying the Person Company shall have delivered to each Collateral Agent a certificate of a Responsible Officer of the Company stating that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of Obligations and the Liens securing such Additional First Lien Obligations and (including the designation priority thereof) are permitted by each applicable Secured NPA Document then in effect to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional First Lien Obligations as “and the Liens securing such Additional First Lien Obligations” hereunder do not violate or result Obligations under any Secured NPA Document, each Grantor has obtained the requisite consent; and
(iv) the Additional First Lien Documents, as applicable, relating to such Senior Class Debt shall provide, in a default under any provision manner reasonably satisfactory to each Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the provisions of any Secured Credit Document this Agreement in its capacity as a holder of any such Senior Class in effect at such time;Debt.
Appears in 1 contract
Samples: Super Priority First Lien Intercreditor Agreement (Terran Orbital Corp)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured To the extent permitted by Liens on any assets the provisions of the Borrower or any of Credit Agreement, the Grantors that would, if such Liens were granted, constitute Shared Collateral as Indenture and the Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of Documents, the Borrower:
(a) describing the indebtedness and other obligations being designated as Borrower may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be Guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the Secured Debt Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Controlling Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Borrower shall have delivered to the Controlling Collateral Agent (with a copy to each other Collateral Agent”) with respect to such true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
(ciii) identifying the Person Borrower shall have delivered to the Controlling Collateral Agent an Officer’s Certificate stating that serves as such Additional First Lien Obligations to be incurred are permitted by each applicable Secured Debt Document, or to the Additional Collateral Agent;
(d) certifying that extent a consent is otherwise required to permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Debt Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 1 contract
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral First Lien Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time and each Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex C). Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence and those set forth in Section 5.6 of the Intercreditor Agreement, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional itself and each First Lien ObligationsSecured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations this Agreement and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (Energy Future Holdings Corp /TX/)
Additional First Lien Obligations. The To the extent, but only to the extent permitted by the provisions of the Credit Agreement, the Indenture and the Additional First Lien Documents, the Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at incur Additional First Lien Obligations. Any such time, designate additional indebtedness and related obligations that are, class or are to be, secured by Liens on any assets series of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to each the Additional First Lien Documents, if and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement, (i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto at and bound hereby; (ii) the Borrower shall have delivered to the Applicable Authorized Representative true and complete copies of each of the Additional First Lien Documents relating to such time Senior Class Debt, certified as being true and correct by a certificate of an Authorized Responsible Officer of the Borrower:
; (aiii) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of Borrower shall have delivered to the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which Applicable Authorized Representative an officer’s certificate stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and (iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision Senior Class Debt. The execution and delivery of any Secured Credit Document Joinder shall not require the consent of any Class in effect at such time;other party hereunder, and will be acknowledged by the Applicable Authorized Representative.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement
Additional First Lien Obligations. The On or after the date hereof and so long as permitted by the First Lien Credit Agreement and each Additional First Lien Agreement then outstanding, the Borrower may from time to time, subject time designate Indebtedness at the time of Incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of the Borrower Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any of the Grantors that wouldother First Lien Obligations if then in effect, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time a certificate of an and if any Additional First Lien Agreement is then in effect, each Authorized Officer of the Borrower:
Representative (a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete certificate signed by an Authorized Officer of the Borrower;
Borrower (ci) identifying the Person obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that serves such obligations are designated as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien ObligationsObligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the First Lien Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Agreement, the creation First Lien Guarantee and the First Lien Pledge Agreement and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement to an Equal Priority Intercreditor Agreement if such agreement is then in effect; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, to be bound by the terms of this Agreement, the First Lien Guarantee and the First Lien Pledge Agreement, the Borrower and such Authorized Representative may execute separate security agreements, pledge agreements and/or guarantees, subject to compliance with the provisions of the First Lien Credit Agreement. Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the First Lien Credit Agreement and any Additional First Lien Agreement, and in such case the Collateral Agent is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;.
Appears in 1 contract
Samples: First Lien Security Agreement (Grocery Outlet Holding Corp.)
Additional First Lien Obligations. The Borrower may from time To the extent, but only to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured the extent permitted by Liens on any assets the provisions of the Borrower or any of Credit Agreement, the Grantors that would, if such Liens were granted, constitute Shared Collateral as Indenture and the Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of Documents, the Borrower:
(a) describing the indebtedness and other obligations being designated as Borrower may incur Additional First Lien Obligations, and including a statement . Any such additional class or series of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the Additional First Lien Documents, if and subject to the condition that the Collateral Agent of any such Person Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent”Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;
(ii) with respect the Borrower shall have delivered to such the Applicable Authorized Representative true and complete copies of each of the Additional First Lien Obligations on the closing date of Documents relating to such Additional First Lien ObligationsSenior Class Debt, certified as being true and complete correct by an Authorized a Responsible Officer of the Borrower;
(ciii) identifying the Person Borrower shall have delivered to the Applicable Authorized Representative an officer’s certificate stating that serves as such Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the Additional Collateral Agent;
(d) certifying that extent a consent is otherwise required to permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision Senior Class Debt. The execution and delivery of any Secured Credit Document Joinder shall not require the consent of any Class in effect at such time;other party hereunder, and will be acknowledged by the Applicable Authorized Representative.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Concordia International Corp.)
Additional First Lien Obligations. The On or after the date hereof and so long as permitted by the Credit Agreement and each Additional First Lien Agreement then outstanding, the Borrower may from time to time, subject time designate Indebtedness at the time of Incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of the Borrower Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any of the Grantors that wouldother First Lien Obligations if then in effect, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time a certificate of an and if any Additional First Lien Agreement is then in effect, each Authorized Officer of the Borrower:
Representative (a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete certificate signed by an Authorized Officer of the Borrower;
Borrower (ci) identifying the Person obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that serves such obligations are designated as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien ObligationsObligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Agreement, the creation Guarantee and the Pledge Agreement and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement to the Equal Priority Intercreditor Agreement if such agreement is then in effect; provided, however, notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Secured Parties under the applicable Additional First Lien Agreement, to be bound by the terms of this Agreement, the Guarantee and the Pledge Agreement, the Borrower and such Authorized Representative may execute separate security agreements, pledge agreements and/or guarantees, subject to compliance with the provisions of Credit Agreement. Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Credit Agreement and any Additional First Lien Agreement. and in such case the Collateral Agent is authorized to execute the Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;.
Appears in 1 contract
Samples: Credit Agreement (MultiPlan Corp)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors Subsidiaries that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth for the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching attached copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Newsprint Ventures, Inc.)
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Senior Credit Facility, the Indenture and any Additional First Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent, the Credit Agreement Collateral Agent party hereto at such time and each other Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Facility, the Indenture and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional First Lien Secured Party Consent (as defined in the Security Agreement) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional First Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations this Agreement and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Pledge Agreement (First Data Corp)
Additional First Lien Obligations. The Borrower may Issuer may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Issuer or any of the Grantors other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized Officer of the BorrowerOfficers’ Certificate:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the BorrowerOfficers’ Certificate;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Xxxxxxx Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Xxxxxxx Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such timetime and to the extent not in contravention of this Agreement, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are or will be issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete in all material respects by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not or will not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) identifying such Additional First Lien Obligations as either Payment Priority Obligations or Pari Passu Secured Obligations in accordance with the applicable definitions thereof;
(f) certifying that the Additional First Lien Obligations Documents (A) meet the requirements of Section 6.01(b) and (B) authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(g) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Styron Canada ULC)
Additional First Lien Obligations. The Borrower To the extent, but only to the extent permitted by the provisions of the Credit Agreement and not prohibited by the Other First Lien Documents, the Company may from time to timetime incur Other First Lien Obligations. Any additional Authorized Representative may become a party hereto, without the consent of any First Lien Secured Party, by execution and delivery of a Joinder Agreement substantially in the form of Annex B in accordance with the terms of this Section and upon such execution and delivery, such Authorized Representative and the Other First Lien Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other First Lien Security Documents applicable thereto, and the Collateral Agent will continue to act in its capacity as Collateral Agent in respect of the then existing Authorized Representatives and such additional Authorized Representative. Any such additional class or series of Other First Lien Obligations (the “Additional Other First Lien Obligations”) will be secured on a pari passu basis with the First Lien Obligations (as Other First Lien Obligations hereunder), subject to the condition that the Authorized Representative of any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional Other First Lien Obligations by delivering to each Collateral Agent party hereto at such time (each, a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as “Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional Other First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees Representative”), acting on behalf of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional Other First Lien Obligations (such Person Authorized Representative and holders in respect of any Additional Other First Lien Obligations being referred to as the “Additional Other First Lien Obligations Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Additional Other First Lien Obligations Representative to become a party to this Agreement,
(i) such Additional Other First Lien Obligations Representative, the Collateral Agent”Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex B (with such changes as may be reasonably approved by the Collateral Agent and such Additional Other First Lien Obligations Representative) with pursuant to which such Additional Other First Lien Obligations Representative becomes an Authorized Representative hereunder, and the Additional Other First Lien Obligations in respect of which such Additional Other First Lien Obligations Representative is the Authorized Representative and the related Additional Other First Lien Obligations Parties become subject hereto and bound hereby;
(ii) the Company shall have (x) delivered to the Collateral Agent true and complete copies of each of the Other First Lien Documents relating to such Additional First Lien Obligations on the closing date of such Additional Other First Lien Obligations, certified as being true and complete correct by an Authorized Officer authorized officer of the Borrower;
Company and (cy) identifying identified the Person that serves obligations to be designated as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional Other First Lien Obligations and the designation initial aggregate principal amount or face amount thereof;
(iii) (x) all filings, recordations and/or amendments or supplements to the First Lien Security Documents necessary or desirable in the reasonable judgment of the Collateral Agent to confirm and perfect the Liens securing the relevant obligations relating to such Additional Other First Lien Obligations as “Additional shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Collateral Agent), and in each case the Collateral Agent agrees to effectuate such actions, and (y) all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Collateral Agent), subject, in the case of any action referred to in preceding sub-clause (x) or (y), to any extension of the time permitted for the taking of such action in accordance with the relevant Other First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Documents.
Appears in 1 contract
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the agent, trustee or similar representative and the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the any such Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Lee Enterprises, Inc)
Additional First Lien Obligations. The Borrower On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, be secured by Liens on any assets of a pari passu basis with the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral First Lien Obligations as Additional First Lien Obligations hereunder by delivering to each the Collateral Agent party hereto at such time and each Authorized Representative (a) a certificate of signed by an Authorized Officer of the Borrower:
Company (ai) describing identifying the indebtedness obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex C) and (c) if the First Lien Intercreditor Effective Date has not yet occurred, a fully executed First Lien Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the U.S. Security Documents for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such indebtedness as appointment, of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative agent for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such set forth in each Additional First Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional itself and each First Lien ObligationsSecured Party it represents, certified as being true to be bound by this Agreement and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;Intercreditor Agreement.
Appears in 1 contract
Samples: Security Agreement (Hca Inc/Tn)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) identifying such Additional First Lien Obligations as either Priority Payment Lien Obligations or Pari Passu Lien Indebtedness, and if identified as Priority Payment Lien Obligations, certifying that the designation of such Additional First Lien Obligations as Priority Payment Lien Obligations does not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(f) certifying that the Additional First Lien Obligations Documents (A) meet the requirements of Section 5.01(b) and (B) authorize the Additional Collateral Agent to become a party hereto by executing and delivering a Collateral Agent Joinder Agreement and provide that, upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(g) attaching a fully completed Collateral Agent Joinder Agreement executed and delivered by the Additional Collateral Agent. Upon the delivery of such certificate and the related attachments as provided above and as so long as the statements made therein are true and correct as of the date of such certificate, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement. Notwithstanding anything herein contained to the contrary, each Collateral Agent may conclusively rely on such certificate delivered by the Borrower, and upon its receipt of such certificate, each Collateral Agent shall execute the Collateral Agent Joinder Agreement evidencing its acknowledgment thereof, and shall incur no liability to any Person for such execution.
Appears in 1 contract
Additional First Lien Obligations. The Borrower may Company may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Company or any of the Grantors other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Credit Agreement Obligations” (to the extent issued under a Supplemental Credit Agreement) or “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized a Responsible Officer of the BorrowerCompany:
(a) describing the indebtedness and other obligations being designated as Credit Agreement Obligations or Additional First Lien Obligations, as the case may be, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth identifying the Additional First Lien Obligations Documents or Credit Agreement Documents under which such Additional First Lien Obligations or Credit Agreement Obligations, as the case may be, are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Credit Agreement Documents or Additional First Lien Obligations Documents as that each Grantor has executed and delivered to the holder of such Credit Agreement Documents or Additional First Lien Obligations, as the case may be, or the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations or Credit Agreement Obligations, as the case may be, on the closing date of such Additional First Lien Obligations or Credit Agreement Obligations, certified as being true and complete by an Authorized a Responsible Officer of the BorrowerCompany;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations or Credit Agreement Obligations, the creation of the Liens securing such Additional First Lien Obligations or Credit Agreement Obligations and the designation of such Additional First Lien Obligations or Credit Agreement Obligations as “Additional First Lien Obligations” or “Credit Agreement Obligations”, respectively, hereunder do not violate or result in a default under any provision of any Secured the First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents or Credit Agreement Obligations authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations or Credit Agreement Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” or “Credit Agreement Obligations” shall become Additional First Lien Obligations or Credit Agreement Obligations, as the case may be, for all purposes of this Agreement.
Appears in 1 contract
Additional First Lien Obligations. The Borrower MDFC may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to each the Collateral Agent party hereto at such time and each Authorized Representative a certificate of an Authorized a Responsible Officer of the BorrowerMDFC:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents Agreement under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents Agreement as each Grantor has executed and delivered to the Person (the “Additional Authorized Representative”) that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) Authorized Representative with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person Additional Authorized Representative and confirming that serves the Collateral Agent will serve as the collateral agent with respect to such Additional Collateral AgentFirst Lien Obligations;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
(e) certifying that (A) the Additional First Lien Agreement provides that all powers, rights and remedies under the Security Agreement with respect to Shared Collateral may be exercised solely by the Collateral Agent in accordance with the terms thereof, and that no other First Lien Secured Party of the applicable Class shall have any right individually to realize upon any of the Liens on Shared Collateral granted thereunder to secure First Lien Obligations, (B) the Additional First Lien Agreement authorizes the Additional Authorized Representative to become a party hereto by executing and delivering an Additional First Lien Joinder Agreement and (C) the Additional First Lien Agreement provides that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Additional First Lien Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 1 contract
Samples: First Lien Intercreditor and Collateral Agency Agreement (Marina District Development Company, LLC)
Additional First Lien Obligations. The To the extent, but only to the extent permitted by the provisions of the then extant Credit Agreement, the Indenture and the Additional First Lien Documents, the Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents in effect at incur Additional First Lien Obligations. Any such time, designate additional indebtedness and related obligations that are, class or are to be, secured by Liens on any assets series of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations (the “Senior Class Debt”) may be secured by delivering Liens and may be guaranteed by the Grantors on a pari passu basis, in each case under and pursuant to the applicable Secured Credit Documents, if and subject to the condition that the Authorized Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Authorized Representative and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement,
(i) such Senior Class Debt Representative, the Controlling Collateral Agent and each Grantor shall have executed and delivered an instrument substantially in the form of Annex I (with such changes as may be reasonably approved by the Controlling Collateral Agent and such Senior Class Representative) (and the Borrower shall deliver a copy thereof to the Notes Collateral Agent) pursuant to which such Senior Class Debt Representative becomes an Authorized Representative and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Authorized Representative and the related Senior Class Debt Parties become subject hereto and bound hereby, a copy of which is delivered to each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificateRepresentative;
(bii) setting forth the Borrower shall have delivered to the Controlling Collateral Agent (with a copy to the Notes Collateral Agent) copies of each of the Additional First Lien Obligations Documents under which relating to such Senior Class Debt;
(iii) the Borrower shall have delivered to the Controlling Collateral Agent an Officer’s Certificate (with a copy to the Notes Collateral Agent) stating that such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations arepermitted by each applicable Secured Credit Document to be incurred, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or extent a similar representative for the holders of such Additional First Lien Obligations (such Person being referred consent is otherwise required to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that permit the incurrence of such Additional First Lien ObligationsObligations under any Secured Credit Document, each Grantor has obtained the creation of requisite consent; and
(iv) the Liens securing such Additional First Lien Obligations Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Controlling Collateral Agent, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by the designation provisions of this Agreement in its capacity as a holder of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Senior Class in effect at such time;Debt.
Appears in 1 contract
Samples: Indenture (RR Donnelley & Sons Co)
Additional First Lien Obligations. The Borrower may Issuer may, at any time and from time to time, subject to any limitations contained in any Secured the First Lien Credit Documents in effect at such time, designate additional indebtedness Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower Issuer or any of the Grantors other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional First Lien Obligations Obligations” by delivering to each the Collateral Agent and each Authorized Representative party hereto at such time a certificate of an Authorized Officer of the BorrowerOfficers’ Certificate:
(a) describing the indebtedness Indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness Indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral administrative agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral AgentAuthorized Representative”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the BorrowerOfficers’ Certificate;
(c) identifying the Person that serves as the Additional Collateral AgentAuthorized Representative;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured First Lien Credit Document of any Class Documents in effect at such time;
(e) certifying that the Additional First Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional First Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and
(f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional First Lien Obligations” shall become Additional First Lien Obligations for all purposes of this Agreement.
Appears in 1 contract
Samples: Indenture (Rotech Healthcare Inc)
Additional First Lien Obligations. The Borrower may from time to time, subject to any limitations contained in any Secured Credit Documents and the Existing Intercreditor Agreement in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Borrower or any of the Grantors that would, if such Liens were granted, constitute Shared Collateral as Additional First Lien Obligations by delivering to the Common Collateral Agent and each Collateral Agent party hereto at such time a certificate of an Authorized Officer of the Borrower:
(a) describing the indebtedness and other obligations being designated as Additional First Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;
(b) setting forth the Additional First Lien Obligations Documents under which such Additional First Lien Obligations are issued or incurred or the Guarantees of or Liens securing such Additional First Lien Obligations are, or are to be, granted or created, and attaching copies of such Additional First Lien Obligations Documents as each Grantor has executed and delivered to the Person that serves as the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as the “Additional Collateral Agent”) with respect to such Additional First Lien Obligations on the closing date of such Additional First Lien Obligations, certified as being true and complete by an Authorized Officer of the Borrower;
(c) identifying the Person that serves as the Additional Collateral Agent;
(d) certifying that the incurrence of such Additional First Lien Obligations, the creation of the Liens securing such Additional First Lien Obligations and the designation of such Additional First Lien Obligations as “Additional First Lien Obligations” hereunder do not violate or result in a default under any provision of any Secured Credit Document of any Class in effect at such time;
Appears in 1 contract
Samples: First Priority Intercreditor Agreement (UTAC Holdings Ltd.)
