Common use of Intercreditor Agreements, Collateral Matters and Specified Amendments Clause in Contracts

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into any Intercreditor Agreement, as applicable, on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC and any successor serving in the capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLC, or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC or any such successors, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f), 2.12(e), and 6.16(f).

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into any Pari-Passu Intercreditor Agreement, as applicable, Agreement or Junior Lien Intercreditor Agreement on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreementintercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Citibank, N.A. and any successor serving in the such capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCCitibank, N.A., or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement intercreditor agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC Citibank N.A., or any such successorssuccessor, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement intercreditor agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f6.16(g), Section 6.16(h) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f2.14(e), 2.12(e2.15(f), 2.16(e), 6.16(g), 6.16(h), 7.01(t), 7.01(v), 7.01(w) and 6.16(f)any writing which creates a deemed amendment in connection with a Permitted Amendment.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.0611.08) hereby authorizes and directs the Administrative Agent and the Collateral each Agent to enter into (x) any split-collateral (to permit an ABL Facility to have a senior lien on all or any portion of ABL Priority Collateral), pari passu or junior lien intercreditor agreement reasonably acceptable to the Agents (each, an “Applicable Intercreditor Agreement”) and (y) any agreement required in connection with any Permitted Receivables Financing reasonably acceptable to the Agents (each, as applicablea “Receivables Consent Agreement”), in each case, on behalf of such Lender needed in order to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral such Agent may take such actions on its behalf as is contemplated by the terms of such applicable Applicable Intercreditor Agreement or Receivables Consent Agreement. Without limiting the provisions of Sections 9.03 10.03 and 10.0411.03, each Lender hereby consents to (i) Jefferies Finance LLC Credit Suisse and any successor serving in the capacity of the Administrative Agent and the Collateral Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCCredit Suisse, or any such successor, arising from the role of the Administrative such Agent or other agent under the Security Documents or any such Intercreditor Agreement agreements so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconductdocuments. In addition, Jefferies Finance LLC Credit Suisse or any such successors, successors shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Applicable Intercreditor Agreement and any additional and replacement intercreditor agreementsor Receivables Consent Agreement, in each case, in order to (x) with respect to any Applicable Intercreditor Agreement, 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 Liens senior to (solely in the case of ABL Priority Collateral), junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness Debt secured by such Liens senior to (solely in the case of ABL Priority Collateral), junior to or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f8.02(b) and Section 7.01(y) with respect to any Receivables Consent Agreement, provide for certain obligations and limitations in connection with the pledge of equity interests of any Securitization Subsidiary under the Pledge Agreement. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f)2.06, 2.12(e), 2.07 and 6.16(f)2.08 and clause (xiii) of the definition of Permitted Liens.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into any Pari-Passu Intercreditor Agreement, as applicable, Agreement or Junior Lien Intercreditor Agreement on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreementintercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Citibank, N.A. and any successor serving in the such capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCCitibank, N.A., or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement intercreditor agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC Citibank N.A., or any such successorssuccessor, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement intercreditor agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f6.16(g), Section 6.16(h) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f), 2.12(e), and 6.16(f).

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent Trustee to enter into each of the Collateral Trust Agreement and any ABL Intercreditor Agreement, as applicable, on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent Trustee may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Xxxxxxx Xxxxx Bank USA and any successor serving in the capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCXxxxxxx Sachs Bank USA, or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC Wilmington Trust, National Association or any such successor, arising from its role as the Collateral Agent Trustee under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC each of Xxxxxxx Xxxxx Bank USA and Wilmington Trust, National Association, or any such successors, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f6.16(g) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f2.15(g), 2.12(e2.16(e), 6.16(g), and 6.16(f)7.01(t) and any writing which creates a deemed amendment in connection with a Permitted Amendment.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent Trustee to enter into each of the Collateral Trust Agreement and any ABL Intercreditor Agreement, as applicable, on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent Trustee may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Xxxxxxx Xxxxx Bank USA and any successor serving in the capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCXxxxxxx Sachs Bank USA, or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC Wilmington Trust, National Association or any such successor, arising from its role as the Collateral Agent Trustee under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC each of Xxxxxxx Xxxxx Bank USA and Wilmington Trust, National Association, or any such successors, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f6.16(g) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f2.15(fg), 2.12(e2.16(e), 6.16(g), and 6.16(f)7.01(t) and any writing which creates a deemed amendment in connection with a Permitted Amendment.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into any Pari-Passu Intercreditor Agreement, as applicable, Agreement or Junior Lien Intercreditor Agreement on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreementintercreditor agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Citibank, N.A. and any successor serving in the such capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCCitibank, N.A., or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement intercreditor agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC Citibank N.A., or any such successorssuccessor, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement intercreditor agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(fSection 2.14(e), 2.12(e2.15(f), 2.16(e) and 6.16(f)any writing which creates a deemed amendment in connection with a Permitted Amendment.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Amendment to ABL Intrecreditor Agreement and any Intercreditor Agreement, as applicable, on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Cantor Xxxxxxxxxx Securities and any successor serving in the capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCCantor Xxxxxxxxxx Securities, or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC Cantor Xxxxxxxxxx Securities or any such successor, arising from its role as the Collateral Agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC Cantor Xxxxxxxxxx Securities or any such successors, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f), 2.12(e), ) and 6.16(f). (c) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent and the Collateral Agent shall be entitled to refrain entering into any Intercreditor Agreement, or to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any additional and replacement intercreditor agreements, unless it has received the consent of the Required Lenders.

Intercreditor Agreements, Collateral Matters and Specified Amendments. (a) Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 10.06) hereby authorizes and directs the Administrative Agent and the Collateral Agent Trustee to enter into each of the Collateral Trust Agreement and any ABL Intercreditor Agreement, as applicable, on behalf of such Lender needed to effectuate the transactions permitted by this Agreement and agrees that the Administrative Agent and the Collateral Agent Trustee may take such actions on its behalf as is contemplated by the terms of such applicable Intercreditor Agreement. Without limiting the provisions of Sections 9.03 and 10.04, each Lender hereby consents to (i) Jefferies Finance LLC Xxxxxxx Xxxxx Bank USA and any successor serving in the capacity of Administrative Agent and agrees not to assert any claim (including as a result of any conflict of interest) against Jefferies Finance LLCXxxxxxx Sachs Bank USA, or any such successor, arising from the role of the Administrative Agent or other agent under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct and (ii) Jefferies Finance LLC Wilmington Trust, National Association or any such successor, arising from its role as the Collateral Agent Trustee under the Security Documents or any such Intercreditor Agreement so long as it is either acting in accordance with the terms of such documents or otherwise has not engaged in bad faith, gross negligence or willful misconduct. In addition, Jefferies Finance LLC each of Xxxxxxx Xxxxx Bank USA and Wilmington Trust, National Association, or any such successors, shall be authorized, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, the Security Documents, any such Intercreditor Agreement and any 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 Liens junior to, or pari passu with, the Secured Obligations, that are incurred as permitted by this Agreement, and to establish certain relative rights as between the holders of the Secured Obligations and the holders of the Indebtedness secured by such Liens junior or pari passu with the Secured Obligations, including as contemplated by Section 6.16(f6.16(g) and Section 7.01. (b) The Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to enter into any amendment contemplated by Sections 2.11(f2.15(f), 2.12(e2.16(e), 6.16(g), and 6.16(f)7.01(t) and any writing which creates a deemed amendment in connection with a Permitted Amendment.