Intercreditor Agreement and Collateral Trust Agreement. (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to the full extent thereof. (b) This Article 11 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders and each other holder of Pari Passu Indebtedness to enter into the Collateral Trust Agreement as Collateral Trustee on behalf of such holders of Pari Passu Indebtedness. In addition, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Collateral Trust Agreement and (ii) to enter into such amendments, supplements or other modifications to the Collateral Trust Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder.
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Samples: Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp)
Intercreditor Agreement and Collateral Trust Agreement. Each Lender hereunder (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to the full extent thereof.
(b) This Article 11 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement Agreement, in each case, as if it was a signatory thereto and (bd) authorizes and instructs (1) the Collateral Trustee on behalf of the Holders and each other holder of Pari Passu Indebtedness Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee Trustee, in each case, on behalf of such holders Lender, and by its acceptance of Pari Passu Indebtednessthe benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. In additionNotwithstanding anything herein to the contrary, each Holder is deemed to further irrevocably authorize and direct Lender, the Trustee Administrative Agent and the Collateral Trustee (i) acknowledges that the Lien and security interest granted to take such actions as shall be required to release Liens on the Collateral in accordance with Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement or the Collateral Trust Agreement and (ii) to enter into such amendmentsthe Security Instruments, supplements the terms of the Intercreditor Agreement or other modifications to the Collateral Trust Agreement in connection with any extensionAgreement, renewalas applicable, refinancing or replacement shall prevail. In the event of any Notes a conflict or any refinancing indebtedness in respect thereof or incurrence or refinancing or inconsistency between the granting terms of any Liens to secure any Pari Passu Indebtedness or the Intercreditor Agreement and the Collateral Trust Agreement, the terms of the Intercreditor Agreement shall prevail. The foregoing provisions are intended as is otherwise set forth therein, as are reasonably acceptable an inducement to the Trustee First Lien Lenders to permit the incurrence of Obligations under this Agreement and Collateral Trustee to give effect thereto, in each case on behalf extend credit to the Borrower and such lenders are intended third party beneficiaries of such Holder and without any further consent, authorization or other action by such Holderprovisions.
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Intercreditor Agreement and Collateral Trust Agreement. Each Lender hereunder (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to the full extent thereof.
(b) This Article 11 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement Agreement, in each case, as if it was a signatory thereto and (bd) authorizes and instructs (1) the Collateral Trustee on behalf of the Holders and each other holder of Pari Passu Indebtedness Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee Trustee, in each case, on behalf of such holders Lender, and by its acceptance of Pari Passu Indebtednessthe benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. In additionNotwithstanding anything herein to the contrary, each Holder is deemed to further irrevocably authorize and direct Lender, the Trustee Administrative Agent and the Collateral Trustee (i) acknowledges that the Lien and security interest granted to take such actions as shall be required to release Liens on the Collateral in accordance with Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement or the Collateral Trust Agreement and (ii) to enter into such amendmentsthe Security Instruments, supplements the terms of the Intercreditor Agreement or other modifications to the Collateral Trust Agreement in connection with any extensionAgreement, renewalas applicable, refinancing or replacement shall prevail. In the event of any Notes a conflict or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or as is otherwise set forth therein154 EXCO Resources, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder.Inc.
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Intercreditor Agreement and Collateral Trust Agreement. (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders Each Lender hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge (a) acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to the full extent thereof.
(b) This Article 11 and the provisions of each Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company and each Subsidiary Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement Agreement, in each case, as if it was a signatory thereto and (bd) authorizes and instructs (1) the Collateral Trustee on behalf of the Holders and each other holder of Pari Passu Indebtedness Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee Trustee, in each case, on behalf of such holders Lender, and by its acceptance of Pari Passu Indebtednessthe benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. In additionNotwithstanding anything herein to the contrary, each Holder is deemed to further irrevocably authorize and direct Lender, the Trustee Administrative Agent and the Collateral Trustee (i) acknowledges that the Lien and security interest granted to take such actions as shall be required to release Liens on the Collateral in accordance with Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement or the Collateral Trust Agreement and (ii) to enter into such amendmentsthe Security Instruments, supplements the terms of the Intercreditor Agreement or other modifications to the Collateral Trust Agreement in connection with any extensionAgreement, renewalas applicable, refinancing or replacement shall prevail. In the event of any Notes a conflict or any refinancing indebtedness in respect thereof inconsistency between the terms of the Intercreditor Agreement and the Collateral Trust Agreement, the terms of the Intercreditor Agreement shall prevail. The foregoing provisions are intended as an inducement to the First Lien Lenders to permit the incurrence of Obligations under this Agreement and to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions.
(b) The Administrative Agent and each holder of the Obligations, for the benefit of all holders of existing and future Priority Lien Debt, the Priority Lien Collateral Agent, each existing and future holder of Priority Liens, all holders of each existing and future Series of Parity Lien Debt, the Collateral Trustee and each existing and future holder of Parity Liens:
(1) hereby agrees that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Borrower or incurrence or refinancing or the granting of any Liens Guarantor to secure any Pari Passu Indebtedness of the Obligations, whether or as is not upon property otherwise set forth thereinconstituting Collateral, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equally and ratably;
(2) hereby agrees that the Administrative Agent and the holders of the Obligations are bound by the provisions of the Intercreditor Agreement and the Collateral Trust Agreement, including the provisions relating to the ranking of Priority Liens, Parity Liens and Junior Liens and the order of application of proceeds from the enforcement of Priority Liens, Parity Liens and Junior Liens; and
(3) hereby appoints the Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Collateral Trustee of, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement, the Parity Security Documents and the Intercreditor Agreement, together with all such powers as are reasonably acceptable to the Trustee and Collateral Trustee to give effect incidental thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder.
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