Additional Intercreditor Agreements. (a) At the request of the Borrower, in connection with the Incurrence by the Borrower or a Restricted Subsidiary of any Indebtedness that is permitted to share the Collateral pursuant to the definition of Permitted Collateral Liens, the Borrower or a Restricted Subsidiary, the Administrative Agent and the Security Agent shall enter into with the holders of such Indebtedness (or their duly authorized Representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Lenders), including containing substantially the same terms with respect to release of Loan Guarantees and priority and release of the Liens over Collateral (or terms not materially less favorable to the Lenders); provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Administrative Agent or Security Agent or, in the opinion of the Administrative Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Administrative Agent or Security Agent under this Agreement or the Intercreditor Agreement. For the avoidance of doubt, subject to the first sentence of this Section 4.13(a) and Section 4.13(b), any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (to the extent such Indebtedness is permitted to share the Collateral pursuant to the definition of Permitted Collateral Lien).
(b) At the direction of the Borrower and without the consent of Secured Parties, the Administrative Agent and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Borrower or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Obligations), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure ...
Additional Intercreditor Agreements. (a) Each party hereto agrees that the First Lien Claimholders (as among themselves) and the Second Lien Claimholders (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Collateral Agents or Second Lien Collateral Agents, as the case may be, governing the rights, benefits and privileges as among the First Lien Claimholders in respect of any or all of the First Lien Collateral, this Agreement and the First Lien Collateral Documents or as among the Second Lien Claimholders in respect of any or all of the Second Lien Collateral, this Agreement or the Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the terms of this Agreement or the First Lien Documents or the Second Lien Documents, as applicable. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First Lien Document or Second Lien Document, and the provisions of this Agreement and the other First Lien Documents and Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).
(b) In addition, in the event that the Top Borrower or any of its subsidiaries incurs any obligations in respect of Indebtedness that is permitted by the First Lien Documents and the Second Lien Documents to be secured by a Lien on any Collateral that is junior to the Liens thereon securing any First Lien Obligations and all Second Lien Obligations and such obligations are not designated by the Top Borrower as Second Lien Obligations, then the First Lien Collateral Agents and/or the Second Lien Collateral Agents shall upon the request of the Top Borrower enter into a Market Intercreditor Agreement (as defined in the First Lien Credit Agreement and the Second Lien Credit Agreement on the date hereof and/or, in each case, any similar term in any First Lien Document and/or any Second Lien Document, as applicable) or another inter...
Additional Intercreditor Agreements. Each party hereto agrees that the Senior Secured Parties and/or the Senior Representatives (as among themselves) and the Junior Priority Debt Parties and/or the Junior Representatives (as among themselves) may each enter into the First Lien Intercreditor Agreement and/or any other intercreditor agreement governing the rights, benefits and privileges as among the Senior Class Debt Parties or the Junior Priority Debt Parties, as the case may be, in respect of the Collateral, this Agreement and the other Senior Collateral Documents or Junior Priority Collateral Documents, as the case may be, including as to application of Proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Senior Debt Documents or Junior Priority Debt Documents, as the case may be (or unless the applicable Senior Class Debt Parties or Junior Priority Debt Parties otherwise authorize their applicable Representative to enter into any such intercreditor arrangement).
Additional Intercreditor Agreements. Each party hereto agrees that the First Lien Secured Parties and/or their Representatives (as among themselves) and the Second Lien Secured Parties and/or their Representatives (as among themselves) may each enter into the First Lien Parity Intercreditor Agreement and the Second Lien Parity Intercreditor Agreement, as applicable, or other intercreditor arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties or the Second Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the other First Lien Security Documents or Second Lien Security Documents, as the case may be, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement.
Additional Intercreditor Agreements. Each party hereto agrees that the First Lien Secured Parties and/or their Representatives (as among themselves) and the Second Lien Secured Parties and/or their Representatives (as among themselves) may each enter into the ABL Intercreditor Agreement, the First Lien Parity Intercreditor Agreement and the Second Lien Parity Intercreditor Agreement, as applicable, or other intercreditor arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties or the Second Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the other First Lien Security Documents or Second Lien Security Documents, as the case may be, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms of such other intercreditor arrangements do not violate or conflict with the provisions of this Agreement or the other First Lien Loan Documents or Second Lien Debt Documents, as the case may be (or unless the applicable First Lien Secured Parties or Second Lien Secured Parties otherwise authorize their applicable Representative to enter into any such intercreditor arrangement).
Additional Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the Term Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) with the relevant Term Agents governing the rights, benefits and privileges of Term Secured Parties with respect to the Term Obligations or a portion thereof (as among themselves), in respect of any or all of the Collateral and the applicable Term Documents, including as to the application of Proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement.
Additional Intercreditor Agreements. (a) At the request of the Issuer and upon delivery of an Officers’ Certificate and an Opinion of Counsel to the Trustee, at the time of, or prior to, the Incurrence of any Debt that is permitted to share the Collateral, the Issuer, the relevant Guarantors, the Trustee and the Security Agent will enter into an Additional Intercreditor Agreement on terms substantially similar to the Intercreditor Agreement or an accession or amendment to the Intercreditor Agreement (which accession or amendment does not adversely affect the rights of the Holders), in each case without the consent of any Holder; provided that such Intercreditor Agreement or Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
(b) Each Holder, by accepting such Note, will be deemed to have agreed to and accepted the terms and conditions of each such Intercreditor Agreement, Additional Intercreditor Agreement or accession or amendment to the Intercreditor Agreement, and the Trustee or the Security Agent will not be required to seek the consent of any Holders to perform its obligations under and in accordance with this covenant.
Additional Intercreditor Agreements. The Administrative Agent shall be authorized to enter into, from time to time on and after the Amendment Effective Date, without the consent of any Lender, amendments to, and amendments and restatements of, any Intercreditor Agreement and additional and replacement intercreditor agreements, in each case in order to effect the subordination of, and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Second-Priority Liens or other Liens junior to the Obligations that are incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Obligations (as defined in the Collateral Agreement) and the holders of the Indebtedness secured by such Second-Priority Liens or other Liens junior to the Obligations; provided that the terms of such subordination and such rights, obligations, limitations and relative rights are not materially less favorable to the Lenders than those set forth in the New Second Lien Intercreditor Agreement.
Additional Intercreditor Agreements. Each party hereto agrees that the Junior Priority Debt Parties and/or the Junior Representatives (as among themselves) may each enter into any other intercreditor agreement governing the rights, benefits and privileges as among the Junior Priority Debt Parties in respect of the Collateral, this Agreement and the other Junior Priority Collateral Documents, as the case may be, including as to application of Proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or Junior Priority Debt Documents, as the case may be (or unless Junior Priority Debt Parties otherwise authorize their applicable Representative to enter into any such intercreditor arrangement).
Additional Intercreditor Agreements. The Administrative Agent shall be authorized to enter into, from time to time on and after the November 2006 Amendment Effective Date, without the consent of any Lender, amendments to, and amendments and restatements of, any Intercreditor Agreement and/or Dutch Security Document and additional and replacement intercreditor agreements and/or Dutch Security Documents, in each case in order to effect the subordination of (in the case of Second Priority Liens), provide for pari passu treatment (in the case of Liens securing First Lien Notes on the Collateral ranking pari passu with the Liens securing the U.S. Obligations) and to provide for certain additional rights, obligations and limitations in respect of, (a) any Liens required by the terms of this Agreement to be Second-Priority Liens or other Liens junior to the Obligations and (b) Liens securing any First Lien Notes on the Collateral ranking pari passu with the Liens securing the U.S. Obligations, that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Obligations (as defined in the Collateral Agreement) and the holders of the Indebtedness secured by such (x) Second-Priority Liens or other Liens junior to the Obligations or (y) Liens securing any First Lien Notes on the Collateral ranking pari passu with the Liens securing the U.S. Obligations; provided that the terms of such subordination and such rights, obligations, limitations and relative rights are not materially less favorable to the Lenders than those set forth in the Dutch Security Documents, New 1-1/2 Lien Intercreditor Agreement, the First Lien Intercreditor Agreement or the Existing Second Lien Intercreditor Agreement, as applicable.
