Intercreditor Issues. In the event of a breach or default (i) under the Collateral Agency Agreement by any party thereto (other than the Administrative Agent), or (ii) by any holder of any Indebtedness which is subordinated to the Obligations, of such subordination provisions, in each case, which circumstance is capable of being cured or mitigated by action or inaction by any of the Loan Parties, the Loan Parties shall take any practicable action or refrain from taking action available to it to cure or mitigate such breach or default.
Intercreditor Issues. Nothing in this Interim Order shall be construed to convey on any individual DIP Lender or Prepetition Secured Lender any consent, voting or other rights beyond those (if any) set forth in the DIP Loan Documents and Prepetition Loan Documents, as applicable. Nothing in this Interim Order shall be construed to impair or otherwise affect any intercreditor, subordination or similar agreement or arrangement in respect of the First Out Prepetition Obligations and the Last Out Prepetition Obligations, including, without limitation, Section 2.17 of the Prepetition Credit Agreement, or in respect of the First Out DIP Obligations and Last Out DIP Obligations, including, without limitation, Sections 2.20 and 8.01 of the DIP Credit Agreement, which, in each case were negotiated at arm’s length among commercially sophisticated parties, comprise an integral part of the Prepetition Secured Credit Facility and the DIP Facility (and the use of Cash Collateral), as the case may be, and are enforceable to the fullest extent provided by Section 510(a) of the Bankruptcy Code and applicable law.
Intercreditor Issues. Notwithstanding anything herein to the contrary, for so long as the Post-Petition Skymiles Facility Documents are in effect, if any Credit Party is in compliance with any requirements relating to SkyMiles Collateral imposed by the Post-Petition Skymiles Collateral Documents which are equivalent to requirements set forth in this Agreement (other than creation and, with respect to Collateral which is not Control Collateral (as defined below), perfection, of any Lien hereunder), such Credit Party need not comply with (and shall be deemed to have satisfied) such requirements of this Agreement. Without limiting the foregoing:
Intercreditor Issues. In the event of a breach or default (i) under the Intercreditor Agreement by any party thereto (other than the Administrative Agent), or (ii) by any holder of any Indebtedness which is subordinated to the Obligations, of such subordination provisions, in each case, which circumstance is capable of being cured or mitigated by action or inaction by any of the Loan Parties, the Loan Parties shall take any practicable action or refrain from taking action available to it to cure or mitigate such breach or default. By way of example only, and without limiting the generality of the foregoing, if, the collateral agent for the lenders of the Xxxxxx Term Loan receives a Lien on the assets which is not also provided to the Administrative Agent, the Loan Parties shall xxxxx x Xxxx to the Administrative Agent thereon.
Intercreditor Issues. Notwithstanding anything herein to the contrary, for so long as the Indenture and Collateral Trust (to the extent applicable) is in effect, if any Grantor is in compliance with any requirements relating to Indenture Collateral imposed by the Indenture which are equivalent to or conflict with requirements set forth in this Agreement, such Grantor need not comply with (and shall be deemed to have satisfied) such requirements of this Agreement.
Intercreditor Issues. In the event of a breach or default (i) under the Second Lien Intercreditor Agreement by any party thereto (other than the Administrative Agent) or (ii) by any holder of any other Indebtedness which is subordinated to the Obligations, of such subordination provisions, in each case, which circumstance is capable of being cured or mitigated by action or inaction by any of the Loan Parties, the Loan Parties shall take any practicable action or refrain from taking action available to it to cure or mitigate such breach or default.
Intercreditor Issues. Assuming that the security interest granted by the borrower to secure the loan is adequately perfected, the existence of intercreditor and/or subordination agreements with the borrower’s senior lenders may also adversely affect the NCE’s ability to exercise its remedies under the EB-5 loan documents. For example, a senior lender may require that the intercreditor agreement include a standstill, which exposes the NCE to the risk that it will not be able to foreclose on the collateral. Senior lenders may insist on such standstill provisions because, among other reasons, senior lenders do not want the EB-5 lender to take any action that might impair the senior lender’s collateral or expose it to claims or litigation. Additionally, in the case where the collateral is in the form of a pledge, senior lenders resist having persons that they have not underwritten or qualified wind up as the manager or owners of the borrower upon the EB-5 lender’s foreclosure of the pledge. Consequently, senior lenders often restrict who may serve as a substitute owners of the JCE and require that only those who have the requisite experience, knowledge and financial assets be permitted to act as substitute managers or owners of the JCE. Thus, the borrower should carefully negotiate any intercreditor or subordination agreements with the NCE lender in mind to safeguard the NCE’s ability to exercise its remedies under the EB-5 loan documents and the JCE’s retention of the flexibility it needs to undertake the project in accordance with the business plan. And once intercreditor and/or subordination agreements are in place, the EB-5 loan documents should be prepared in a manner to not to run afoul of such agreements.
Intercreditor Issues. 26 TABLE OF CONTENTS PAGE ---- ANNEXES AND SCHEDULES Annex 1 Form of Deposit Account Control Agreement Annex 2 Form of Securities Account Control Agreement Annex 3 Form of Pledge Amendment Annex 4 Form of Joinder Agreement Annex 5 Form of Short Form Intellectual Property Security Agreement Schedule 1 Jurisdiction of Organization; Principal Executive Office Schedule 2 Pledged Collateral Schedule 3 Filings Schedule 4 Location of Inventory and Equipment Schedule 5 Intellectual Property Schedule 6 Bank Accounts; Control Accounts Schedule 7 Commercial Tort Claims EXHIBIT J FORM OF BORROWING BASE CERTIFICATE Date: ________________ __, 20__ Number: _______________________ Reference is made to the Credit Agreement, dated as of May 1, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the WCI Steel Acquisition, Inc. (the "Borrower"), the Lenders and Issuers party thereto and Citicorp USA, Inc., as agent for the Lenders and Issuers. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. Pursuant to Section 6.12 (Borrowing Base Determination) of the Credit Agreement, the undersigned Responsible Officer of the Borrower hereby certifies that as of the close of business on the date set forth above, the Borrowing Base of the Borrower is computed as set forth on Exhibit A attached hereto. WCI STEEL ACQUISITION, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT A INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT, dated as of May 1, 2006, is entered into among Citicorp, USA, Inc., as Administrative Agent for the lenders and issuers under the Credit Agreement referred to below (in such capacity, the "Credit Agreement Administrative Agent"), and The Bank of New York Trust Company, N.A., as trustee under the Collateral Trust Agreement referred to below (in such capacity, the "Collateral Trustee").
Intercreditor Issues. 26 TABLE OF CONTENTS (CONTINUED) ANNEXES AND SCHEDULES Annex 1 Form of Deposit Account Control Agreement Annex 2 Form of Securities Account Control Agreement Annex 3 Form of Pledge Amendment Annex 4 Form of Joinder Agreement Annex 5 Form of Short Form Intellectual Property Security Agreement Schedule 1 Jurisdiction of Organization; Principal Executive Office Schedule 2 Pledged Collateral Schedule 3 Filings Schedule 4 Location of Inventory and Equipment Schedule 5 Intellectual Property Schedule 6 Bank Accounts; Control Accounts Schedule 7 Commercial Tort Claims
Intercreditor Issues. To the extent that the terms of this Agreement directly conflict with a provision in any of the Subordinated Debt Documents, the terms of this Agreement shall control.
