First Lien/Second Lien Intercreditor Agreement Sample Clauses

First Lien/Second Lien Intercreditor Agreement. This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of July 1, 2015 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this “Agreement”), is between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), in its capacities as the First Lien Facility Agent and the Applicable First Lien Agent, and CS, in its capacities as the Second Lien Facility Agent and the Applicable Second Lien Agent; and is acknowledged and consented to by (a) PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (together with its successors in such capacity and as provided in Section 8.18 (Effectiveness of Agreement), the “Company”), and the other Pledgors, (b) each Other First Lien Obligations Agent, for itself and on behalf of the Other First Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment, and (c) each Other Second Lien Obligations Agent, for itself and on behalf of the Other Second Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement (or equivalent term in any other First Lien Facility or Other First Lien Obligations Credit Document).

First Lien/Second Lien Intercreditor Agreement. At any time after the execution and delivery thereof, the First Lien/Second Lien Intercreditor Agreement shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared null and void; or

First Lien/Second Lien Intercreditor Agreement. EACH PURCHASER (A) AGREES THAT IT WILL BE BOUND BY, AND WILL TAKE NO ACTIONS CONTRARY TO, THE PROVISIONS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, (B) AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT AS COLLATERAL AGENT ON BEHALF OF SUCH PURCHASER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) IN ACCORDANCE WITH THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, AND (C) ACKNOWLEDGES THAT A COPY OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT WAS MADE AVAILABLE TO SUCH PURCHASER AND THAT SUCH PURCHASER REVIEWED THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT. EACH PURCHASER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE COLLATERAL AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY PURCHASER AS TO THE SUFFICIENCY OR THE ADVISABILITY OF THE PROVISIONS CONTAINED THEREIN. NOT IN LIMITATION OF THE FOREGOING, EACH PURCHASER HEREBY AGREES THAT THE COLLATERAL AGENT SHALL EXERCISE ALL RIGHTS AND REMEDIES UNDER THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT ON BEHALF OF SUCH PURCHASER AND IN THE EVENT OF AN INCONSISTENCY BETWEEN THIS AGREEMENT AND THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT SHALL GOVERN. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE PURCHASERS UNDER THE FIRST LIEN NOTE PURCHASE AGREEMENT TO PURCHASE NOTES PURSUANT THERETO AND SUCH PURCHASERS ARE THE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT.

First Lien/Second Lien Intercreditor Agreement. Each Lender party hereto consents to Amendment No. 1 to the First Lien/Second Lien Intercreditor Agreement dated as of the Amendment No. 2 Effective Date by and among each of Borrower, the First Lien Agent, the First Lien Collateral Agent, the Administrative Agent and the Second Lien Collateral Agent, in substantially the form attached hereto as Exhibit A.

First Lien/Second Lien Intercreditor Agreement. This Agreement is the “First Lien/Second Lien Intercreditor Agreement” referred to in any First Lien Credit Agreement and any Second Lien Credit Agreement. Nothing in this Agreement shall be deemed to subordinate the obligations due to (a) any First Lien Secured Party to the obligations due to any Second Lien Secured Party or (b) any Second Lien Secured Party to the obligations due to any First Lien Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness.

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything to the contrary set forth herein, the priority of the Liens created hereby and the rights and remedies of Collateral Trustee hereunder are subject to the terms and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement or the First Lien/Second Lien Intercreditor Agreement with respect to the priority of the Liens created hereby and the rights and remedies of the Collateral Trustee, the provisions of the First Lien/Second Lien Intercreditor Agreement shall supersede the provisions of this Agreement. Any provision of this Agreement to the contrary notwithstanding, no Grantor shall be required to act or refrain from acting in a manner that is inconsistent with the terms and provisions of the First Lien/Second Lien Intercreditor Agreement.

First Lien/Second Lien Intercreditor Agreement. Reference is made to the First Lien/Second Lien Intercreditor Agreement. Each Holder, by its acceptance of a Note, (a) acknowledges that it has received a copy of each Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the First Lien/Second Lien Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of each Intercreditor Agreement, (d) authorizes and instructs the Collateral Agent (or similar agent) hereunder to enter into each Intercreditor Agreement as agent and on behalf of such Holder and (e) if such Intercreditor Agreement subordinates the Liens securing the Secured Obligations, hereby consents to such subordination on the terms set forth in such Intercreditor Agreement. The foregoing provisions are intended as an inducement to the holders of First Lien Secured Obligations to extend credit to the Parent Issuer and such holders of First Lien Secured Obligations are intended third-party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Indenture, the provisions of such Intercreditor Agreement shall control.

First Lien/Second Lien Intercreditor Agreement. The First Lien/Second Lien Intercreditor Agreement governs the relative rights and priorities of the Secured Parties and the Second Lien Credit Agreement Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement) in respect of the Collateral (and with respect to certain other matters as described therein). Notwithstanding anything herein to the contrary, the Lien and Security Interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the provisions of the First Lien/Second Lien Intercreditor Agreement shall govern and control. In the event of any such conflict or inconsistency, each Grantor may act (or omit to act) in accordance with the First Lien/Second Lien Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so.

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything in this Agreement to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to this Agreement with respect to the Collateral shall be second in priority to the Lien and security interest granted to the Senior Collateral Agent or any other Senior Representative on behalf of the Senior Secured Parties. The exercise of any right or remedy by the Collateral Agent or any other Secured Party hereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and control. In addition, to the extent any obligation of any Grantor hereunder, including any obligation to grant sole possession or control or deliver or assign property or funds to the Collateral Agent or any other Person (or register any property in the name of the Collateral Agent or any other Person) conflicts or is inconsistent with (or any representation or warranty hereunder would, if required to be true, conflict or be inconsistent with) the obligations or requirements under a substantially similar provision of any Senior Collateral Document, such obligations or requirements under the Senior Collateral Document shall control, and such Grantor shall not be required to fulfill such obligations (or make such representations and warranties) hereunder, and shall be deemed not to be in violation of this Agreement as a result of its performance of the obligations or requirements of such Senior Collateral Document. For the avoidance of doubt, the absence of any specific reference to Section 24 in any other provision of this Agreement shall not be deemed to limit the generality of this Section 24. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: TRINET HR CORPORATION, By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Equity Interests of , a corporation: