Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof. (b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees agree among themselves that, upon the execution occurrence of and delivery thereofduring the continuation of a Triggering Event, such Lender will be bound as defined below, if any of them shall, whether 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken voluntary payment, by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendmentsrealization upon security, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and through the exercise of any right of set-off or remedy banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as Cash Collateral under applicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, Acceptances, fees and other amounts then due and owing to that Lender from any Borrower under this Agreement or under the other Loan Documents (collectively, the “Aggregate Amounts Due From Borrowers” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due From Borrowers to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent hereunder or under any and each other Loan Document are subject to the provisions Lender of the Intercreditor Agreement. In the event receipt of any conflict between the terms such payment and (ii) apply a portion of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document such payment to the contrary, all rights and remedies of the Administrative Agent purchase participations (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due From Borrowers to the other Lenders so that all such recoveries of Aggregate Amounts Due From Borrowers shall be satisfied shared by all Lenders in proportion to the Aggregate Amounts Due From Borrowers to them (as calculated prior to such recovery); provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such Guarantorparticipations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The sharing provided for herein shall be made only after giving effect to the sharing provisions of subsection 13.5. For the purposes of this Agreement, a “Triggering Event” shall be deemed to occur and be continuing if (i) any Event of Default under subsections 10.1, 10.6 or 10.7 of the Credit Agreement shall have occurred and be continuing or (ii) the maturity of the Obligations has been accelerated as applicable, complies the result of any Event of Default under the Credit Agreement and such acceleration has not been rescinded in accordance with the requirements provisions of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan DocumentSection 10.
Appears in 1 contract
Samples: Credit Agreement (Safeway Inc)
Intercreditor Arrangements. Each of the Lenders hereby agrees to be bound by the terms of the Intercreditor Agreement as if such Lender was a signatory thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby (a) It acknowledges that JPMCB is acting under the intention Intercreditor Agreement in its capacity as Administrative Agent hereunder and agreement of as the parties hereto that this Agreement constitute the “Term Loan AgreementAdministrative Agent and JPMCB is or may be a Lender hereunder and/or a “Lender” under the Intercreditor AgreementTerm Loan Agreement and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and that agrees not to assert against the Administrative Agent constitute or the “Term Loan Representative” under Administrative Agent any claims, cause of action, damages or liabilities of whatever kind or nature relating thereto. Without limiting the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents authority granted to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth Administrative Agent in the Intercreditor AgreementSection 8.01 hereof, each Lender (iiand each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the Administrative Agent to execute and deliver enter into the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by and the Term Loan Administrative Agent pursuant to this Section 10.19 or in accordance with may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured PartiesLenders) with respect to the ABL Facility First Term Loan Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Term Loan Obligations Payment Date, any obligation of the Borrower and any Loan Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Term Loan Priority Collateral, the notation novation of any Lien lien on any certificate of title, xxxx bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Term Loan Priority Collateral, shall be deemed to be satisfied if the Borrower or such Loan Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Term Loan Document. Until the ABL Term Loan Obligations Payment Date, the delivery of any ABL Facility First Term Loan Priority Collateral to the ABL Term Loan Representative pursuant to the ABL Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Akorn Inc)
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional Facility T Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Samples: Additional Facility T Accession Deed (Liberty Global PLC)
Intercreditor Arrangements. Each of the Lenders hereby agrees to be bound by the terms of the Intercreditor Agreement as if such Lender was a signatory thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby (a) It acknowledges that Chase is acting under the intention Intercreditor Agreement in its capacity as Administrative Agent hereunder and agreement of as the parties hereto that this Agreement constitute the ABL Administrative Agent and Chase is or may be a Lender hereunder and/or a “Term Loan AgreementLender” under the Intercreditor AgreementABL Credit Agreement and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and that agrees not to assert against the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under or the ABL Documents are secured by Liens on assets Administrative Agent any claims, cause of action, damages or liabilities of whatever kind or nature relating thereto. Without limiting the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents authority granted to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth Administrative Agent in the Intercreditor AgreementSection 8.01 hereof, each Lender (iiand each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the Administrative Agent to execute and deliver enter into the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by and the ABL Administrative Agent pursuant to this Section 10.19 or in accordance with may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured PartiesLenders) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Loan Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation novation of any Lien lien on any certificate of title, xxxx bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Loan Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Loan Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 1 contract
Samples: Loan Agreement (Akorn Inc)
Intercreditor Arrangements. (a) It is the intention and agreement Each of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the enter into one or more Intercreditor Agreement and any documents relating thereto, in each case Agreements on behalf of such Lender and without agrees that the Agent in its various capacities thereunder may take such actions on its behalf as is contemplated by the terms of any further consentsuch Intercreditor Agreements. With respect to any Intercreditor Agreement executed and delivered by the Agent in accordance with this Agreement, authorization or other action by each Lender hereunder (a) consents to any subordination of Liens provided for in such LenderIntercreditor Agreement, (iiib) agrees that, upon the execution and delivery thereof, such Lender that it 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the such Intercreditor Agreement. Each Lender hereby further irrevocably , (c) authorizes and directs instructs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case and on behalf of such Lender and without any further consent, authorization or other action (d) agrees that the Agent may take such actions on behalf of such Lender as is contemplated by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the such Intercreditor Agreement. In the event of any conflict between that, in connection with a non-recourse mortgage financing permitted under Section 5.02(a)(x) and Section 5.02(d)(xvi), a Loan Party grants a Lien on its real property to secure the terms of Second Lien Obligations (as defined in the Intercreditor Agreement), this Agreement and each Lender hereby waives any other requirement of the Loan Document, the terms of Parties under the Intercreditor Agreement shall govern and controlto secure the Secured Obligations with a Lien on such real property. Without limiting the generality Each of the foregoingLenders hereby authorizes and directs the Agent, at the Company’s expense, to execute and notwithstanding anything herein or in any other Loan Document deliver such documents as may be reasonably required to evidence such waiver, including one ore more amendments to the contrary, all rights Intercreditor Agreement in form and remedies of the Administrative Agent (and the Secured Parties) with respect substance satisfactory to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan DocumentAgent.
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust 84894163_20 Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional R Facility Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 8 (ICA Amendment and Restatement Deed) to this Additional R Facility Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder Each Guarantor and the secured parties under the ABL Documents Trustee will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably authorized (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound by the provisions consent of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions Holders of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (yNotes) to enter into such amendments, supplements any intercreditor agreement or other modifications to deed in favor of the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement holders of any Obligations or any Permitted ABL Guarantor Priority Debt as are reasonably acceptable to the Administrative Agent to give effect theretoto the preceding subordination provisions of this Indenture described in this Article 11 as well as such other subordination provisions as are customary for a transaction of this nature (including among other matters, in each case on behalf legends, waterfall provisions, and agreements to not contest the priority or security of the Guarantor Priority Debt). Such preceding subordination provisions shall constitute a continuing offer to all persons who become holders of or continue to hold Guarantor Priority Debt, and such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have provisions are made for the benefit of the provisions holders of Article IX with respect to all actions taken by it pursuant to Guarantor Priority Debt and such holders shall be obligees under this Section 10.19 Indenture and any one or in accordance with the terms more of the Intercreditor Agreement to the full extent thereofthem may enforce such subordination provisions.
(b) The subordination provisions may not be amended or modified in a manner adverse to the holders of any Guarantor Priority Debt without the written consent of such holders.
(c) Notwithstanding anything herein or contained in any other Loan Document this Indenture to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise each Holder of any right or remedy a Note, by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateralaccepting such Note, shall be deemed to have:
(1) appointed and authorized the Trustee to give effect to such subordination provisions;
(2) authorized the Trustee to become a party to any future intercreditor arrangements described above;
(3) agreed to be satisfied if bound by such subordination provisions (including, without limitation, standstill, payment blockage and specific performance provisions) and provisions of any future intercreditor arrangements described above that do not materially adversely affect the Borrower or such Guarantor, as applicable, complies with the requirements rights of Holders of the similar provision of Notes; and
(4) irrevocably appointed the applicable ABL Document. Until Trustee to act on its behalf to enter into and comply with such subordination provisions and the ABL Obligations Payment Date, the delivery provisions of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Documentfuture intercreditor arrangements described above.
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor AgreementEACH AGENT AND LENDER HEREBY GRANTS TO EACH AGENT ALL REQUISITE AUTHORITY TO ENTER INTO OR OTHERWISE BECOME OR REMAIN BOUND BY THE WORKING CAPITAL INTERCREDITOR AGREEMENT AND TO BIND THE AGENTS AND LENDERS THERETO BY SUCH AGENT’S ENTERING INTO OR OTHERWISE BECOMING BOUND THEREBY, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor AgreementAND NO FURTHER CONSENT OR APPROVAL ON THE PART OF THE AGENTS OR LENDERS IS OR WILL BE REQUIRED IN CONNECTION WITH THE PERFORMANCE OF THE WORKING CAPITAL INTERCREDITOR AGREEMENT. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofEACH AGENT AND EACH LENDER HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE WORKING CAPITAL INTERCREDITOR AGREEMENT AND AGREES TO BE BOUND BY THE TERMS AND PROVISIONS THEREOF.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted liens and security interests securing the indebtedness and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby with respect to such liens are subordinate in the manner and to the Administrative Agent extent set forth in the Working Capital Intercreditor Agreement to the liens and security interests securing indebtedness (including interest) owed by the Loan Parties pursuant to this the Working Capital Credit Agreement, and certain guarantees of the indebtedness evidenced thereby, as such Working Capital Credit Agreement and such guarantees have been and hereafter may be amended, restated, supplemented or any other Loan Document otherwise modified from time to time as permitted under the Working Capital Intercreditor Agreement to the liens and security interests securing indebtedness refinancing the exercise of any right or remedy indebtedness under such agreements as permitted by the Administrative Agent hereunder or under any other Loan Document are subject Working Capital Intercreditor Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Working Capital Intercreditor Agreement. In .
(c) The obligations of each Lender under any Loan Document are several and not joint with the event obligations of any conflict between other Lender, and no Lender shall be responsible in any way for the terms performance of the Intercreditor Agreement, this Agreement and obligations of any other Lender under any Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything Nothing contained herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor AgreementDocument, and until the ABL Obligations Payment Date, no action taken by any obligation of the Borrower and Agent or any Guarantor hereunder Lender pursuant hereto or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateralthereto, shall be deemed to be satisfied if constitute the Borrower Agents or the Lenders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Agents or the Lenders are in any way acting in concert or as a group with respect to such Guarantorobligations or the transactions contemplated by the Loan Documents. Each Agent and Lender confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Agent and Lender, other than SAC, acknowledges that (i) Xxxxxxx Xxxx & Xxxxx LLP solely represented SAC in connection with the transaction contemplated hereby and (ii) SAC did not provide any advice in connection herewith and such Agent’s and Lender’s determination to participate herein was based solely on its own evaluation of the risks and merits of the financing contemplated hereby.
(d) Notwithstanding anything herein to the contrary, to the extent that the Loan Parties are required (whether at the request of any Agent or any Lender, or otherwise) to deliver or provide any agreement, document, instrument, notice or any information to any Agent or any Lender that shall constitute material, nonpublic information, before seeking such Agent’s or Lender’s consent hereunder, the Loan Parties shall first confirm with such Agent or Lender, as applicable, complies with that it desires to receive such information (without disclosing the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery nature of any ABL Facility First Priority Collateral information that may constitute material, nonpublic information) and if such Agent or such Lender agrees to receive such information, then such information shall constitute Disclosed Information (as defined in the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan DocumentSecurities Purchase Agreement) for all purposes hereof.
Appears in 1 contract
Samples: Credit Agreement (Wet Seal Inc)
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 1 contract
Intercreditor Arrangements. Each of the Lenders hereby agrees to be bound by the terms of the Intercreditor Agreement as if such Lender was a signatory thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby (a) It acknowledges that Chase is acting under the intention Intercreditor Agreement in its capacity as Administrative Agent hereunder and agreement of as the parties hereto that this Agreement constitute the “Term Loan AgreementAdministrative Agent and Chase is or may be a Lender hereunder and/or a “Lender” under the Intercreditor AgreementTerm Loan Agreement and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and that agrees not to assert against the Administrative Agent constitute or the “Term Loan Representative” under Administrative Agent any claims, cause of action, damages or liabilities of whatever kind or nature relating thereto. Without limiting the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents authority granted to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth Administrative Agent in the Intercreditor AgreementSection 8.01 hereof, each Lender (iiand each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the Administrative Agent to execute and deliver enter into the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by and the Term Loan Administrative Agent pursuant to this Section 10.19 or in accordance with may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and controlcontrol with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured PartiesLenders) with respect to the ABL Facility First Term Loan Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Term Loan Obligations Payment Date, any obligation of the Borrower and any Loan Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Term Loan Priority Collateral, the notation novation of any Lien lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Term Loan Priority Collateral, shall be deemed to be satisfied if the Borrower or such Loan Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Term Loan Document. Until the ABL Term Loan Obligations Payment Date, the delivery of any ABL Facility First Term Loan Priority Collateral to the ABL Term Loan Representative pursuant to the ABL Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Akorn Inc)
Intercreditor Arrangements. (a) A. It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver any document, instrument or amendment that is required or recommendable (if any) for the Intercreditor Agreement and any documents relating thereto, in each case on behalf purpose of such evidencing the foregoing agreements. Each Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) B. Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the 509265-1822-13506-Active.15159325.22 foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured PartiesLenders) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower Company and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation novation of any Lien lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower Company or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.. 509265-1822-13506-Active.15159325.22
Appears in 1 contract
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional R Facility Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Samples: Additional Facility R Accession Deed (Liberty Global PLC)
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX VIII with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Appears in 1 contract
Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, (iii) agrees agree among themselves that, upon the execution occurrence of and delivery thereofduring the continuation of a Triggering Event, such Lender will be bound as defined below, if any of them shall, whether 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 (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken voluntary payment, by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter into such amendmentsrealization upon security, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.
(b) Notwithstanding anything herein or in any other Loan Document to the contrary, the Lien granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and through the exercise of any right of set-off or remedy banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under applicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, Acceptances, fees and other amounts then due and owing to that Lender from any Borrower under this Agreement or under the other Loan Documents (collectively, the “Aggregate Amounts Due From Borrowers” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due From Borrowers to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent hereunder or under any and each other Loan Document are subject to the provisions Lender of the Intercreditor Agreement. In the event receipt of any conflict between the terms such payment and (ii) apply a portion of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document such payment to the contrary, all rights and remedies of the Administrative Agent purchase participations (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due From Borrowers to the other Lenders so that all such recoveries of Aggregate Amounts Due From Borrowers shall be satisfied shared by all Lenders in proportion to the Aggregate Amounts Due From Borrowers to them (as calculated prior to such recovery); provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such Guarantorparticipations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The sharing provided for herein shall be made only after giving effect to the sharing provisions of subsection 13.5. For the purposes of this Agreement, a “Triggering Event” shall be deemed to occur and be continuing if (i) any Event of Default under subsection 10.1, 10.6 or 10.7 of the Credit Agreement shall have occurred and be continuing or (ii) the maturity of the Obligations has been accelerated as applicable, complies the result of any Event of Default under the Credit Agreement and such acceleration has not been rescinded in accordance with the requirements provisions of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan DocumentSection 10.
Appears in 1 contract
Samples: Credit Agreement (Safeway Inc)
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional Facility S Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Samples: Additional Facility S Accession Deed (Liberty Global PLC)
Intercreditor Arrangements. (a) It is Amend the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” intercreditor arrangements under the Group Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. The Lenders acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably (i) consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, (ii) authorizes and directs the Administrative Agent to execute and deliver the HYD Intercreditor Agreement and any documents relating theretothe Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional Facility U Accession Deed (the “ICA Amendment and Restatement Deed”), in each case on behalf order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such Lender and without any further consentminor, authorization technical, conforming or other action by such Lender, (iii) agrees that, upon the execution and delivery thereof, such Lender will be bound necessary changes required by the provisions of Company to bring the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (iv) agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent (x) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (y) to enter New ICA into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Agent shall have the benefit of the provisions of Article IX with respect to all actions taken by it pursuant to this Section 10.19 or in accordance with the terms of the Intercreditor Agreement to the full extent thereofeffect.
(b) Notwithstanding anything herein or Contemporaneously with the amendment in any other Loan Document paragraph 10(a) above being effected, the following changes shall be made to the contrary, Credit Agreement:
(i) Amend the Lien granted definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.
(ii) Subject to the Administrative Agent pursuant amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to this Agreement or delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any other Loan Document and the exercise conforming and/or consequential changes necessary as a result of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions such deletions.
(iii) Delete limb (e) of the Intercreditor Agreement. In the event definition of any conflict between the terms of the Intercreditor Agreement, this Agreement Additional Senior Secured Notes and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein or in any other Loan Document to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) with respect to the ABL Facility First Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the ABL Obligations Payment Date, any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Facility First Priority Collateral, the notation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any ABL Facility First Priority Collateral, shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies replace it with the requirements of the similar provision of the applicable ABL Document. Until the ABL Obligations Payment Date, the delivery of any ABL Facility First Priority Collateral to the ABL Representative pursuant to the ABL Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.following:
Appears in 1 contract
Samples: Additional Facility Accession Deed (Liberty Global PLC)
