Common use of Credit Agreement Debt Clause in Contracts

Credit Agreement Debt. The Administrative Agents and each Shared Collateral Secured Party with respect to the Secured Obligations shall be bound by the following terms and conditions: (a) Notwithstanding any failure by any Shared Collateral Secured Party to perfect its security interests in the Shared Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Shared Collateral granted to the Shared Collateral Secured Parties, the priority and rights as between Shared Collateral Secured Parties with respect to the Shared Collateral shall be as set forth herein; (b) As among the Dex Shared Collateral Secured Parties, all Liens on the Dex Shared Collateral shall rank pari passu, no Dex Shared Collateral Secured Party shall be entitled to any preferences or priority over any other Dex Shared Collateral Secured Party with respect to the Dex Shared Collateral (except as otherwise provided in subsection 3.4) and the Dex Shared Collateral Secured Parties shall share in the Dex Shared Collateral and all Proceeds thereof in accordance with the terms of this Intercreditor Agreement; (c) As among the Universal Shared Collateral Secured Parties, all Liens on the Universal Shared Collateral shall rank pari passu, no Universal Shared Collateral Secured Party shall be entitled to any preferences or priority over any other Universal Shared Collateral Secured Party with respect to the Universal Shared Collateral (except as otherwise provided in subsection 3.4) and the Universal Shared Collateral Secured Parties shall share in the Universal Shared Collateral and all Proceeds thereof in accordance with the terms of this Intercreditor Agreement; (d) If any Shared Collateral Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Secured Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the payment in full of the Secured Obligations shall be deemed not to have occurred. If this Intercreditor Agreement shall have been terminated prior to such Recovery, this Intercreditor Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Shared Collateral Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Intercreditor Agreement, whether by preference or otherwise, it being understood and agreed that the benefits of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Intercreditor Agreement; (e) No such Shared Collateral Secured Party shall seek relief from the automatic stay as provided in Section 362 of the Bankruptcy Code or any similar provision of any applicable Bankruptcy Law or any other stay in respect of the Shared Collateral; (f) Nothing contained herein shall prohibit or in any way limit any RHDI Secured Party, Dex East Secured Party, Dex West Secured Party or SuperMedia Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Shared Collateral Secured Party, including the seeking by any Shared Collateral Secured Party of adequate protection or the asserting by any Shared Collateral Secured Party of any of its rights and remedies under any Shared Collateral Security Document or Loan Document in respect of the Secured Obligations, the Shared Collateral Security Documents or otherwise; (g) So long as the Secured Obligations have not been paid or terminated in full, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Shared Collateral or proceeds thereof received by any Shared Collateral Secured Party in connection with the exercise of any right or remedy (including set-off) relating to the Shared Collateral shall be segregated and held in trust and forthwith paid over to the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties in the same form as received; (h) Each such Shared Collateral Secured Party agrees that any Loan Document may be amended at any time without the consent of any Shared Collateral Secured Party (except as required by the terms of such Loan Document); provided, that (i) such amendment is not inconsistent with this Intercreditor Agreement and (ii) this Intercreditor Agreement and the Shared Collateral Security Documents may only be amended in accordance with the terms of this Intercreditor Agreement; (i) Each such Shared Collateral Secured Party agrees that it will not enter into, or accept the benefit of, any security agreement or mortgage to secure any Secured Obligations, and will not file any financing statements with respect to its Secured Obligations, in each case with respect to any assets of the Ultimate Parent or any direct or indirect Subsidiary thereof (other than (i) in the case of the Dex East Secured Obligations, Dex East and its Subsidiaries, (ii) in the case of the Dex West Secured Obligations, Dex West and its Subsidiaries, (iii) in the case of the RHDI Secured Obligations, RHDI and its Subsidiaries and (iv) in the case of the SuperMedia Secured Obligations, SuperMedia and its Subsidiaries), it being understood that this Intercreditor Agreement and the Shared Collateral Security Documents (together with the filings contemplated thereby) are the only such security documents permitted to secure the Secured Obligations with any assets of the Ultimate Parent or any direct or indirect Subsidiary thereof (other than (w) in the case of the Dex East Secured Obligations, Dex East and its Subsidiaries, (x) in the case of the Dex West Secured Obligations, Dex West and its Subsidiaries, (y) in the case of the RHDI Secured Obligations, RHDI and its Subsidiaries and (z) in the case of the SuperMedia Secured Obligations, SuperMedia and its Subsidiaries); and (j) Until the Secured Obligations have been paid in full, any Shared Collateral, including without limitation any such Shared Collateral constituting Proceeds, that may be received by any Shared Collateral Secured Party in violation of this Intercreditor Agreement shall be segregated and held in trust and promptly paid over to the Shared Collateral Agent, for the benefit of the Shared Collateral Secured Parties, in the same form as received, with any necessary endorsements, and each Shared Collateral Secured Party hereby authorizes the Shared Collateral Agent to make any such endorsements as agent for any Shared Collateral Secured Party (which authorization, being coupled with an interest, is irrevocable).