Junior Lien Intercreditor Agreement. Upon request of the Company in connection with the incurrence of any Liens securing Junior Lien Obligations permitted to be incurred under Sections 4.09 and 4.12 hereof, the Trustee and the Collateral Agent shall enter into the Junior Lien Intercreditor Agreement.
Junior Lien Intercreditor Agreement. (a) Each Lender hereunder (i) acknowledges that it has received a copy of the Junior Lien Intercreditor Agreement, (ii) consents to the subordination of Liens provided for in the Junior Lien Intercreditor Agreement, (iii) agrees that it will be bound by and will take no actions contrary to the provisions of the Junior Lien Intercreditor Agreement, (iv) authorizes and instructs the Administrative Agent to enter into the Junior Lien Intercreditor Agreement as Administrative Agent and on behalf of such Xxxxxx and (v) acknowledges and agrees that Bank of America may also act, subject to and in accordance with the terms of the Junior Lien Intercreditor Agreement, as the collateral agent for the lenders and other secured parties under the First Lien Credit Agreement.
(b) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to the collateral agent under the First Lien Credit Agreement and (ii) the exercise of any right or remedy by the Administrative Agent hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.
(c) The foregoing provisions are intended as an inducement to the lenders under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower under the First Lien Credit Agreement and such lenders are intended third party beneficiaries of such provisions.
Junior Lien Intercreditor Agreement. The ABL Facility Collateral Agent, the First-Lien Revolving Facility Collateral Agent, the Trustee and each Other First-Priority Lien Obligations Administrative Agent hereby appoint the ABL Facility Collateral Agent to act as “Intercreditor Agent” on their behalf pursuant to the Junior Lien Intercreditor Agreement (the “Intercreditor Agent”). The Intercreditor Agent, solely in such capacity under the Junior Lien Intercreditor Agreement, shall take direction from (i) the ABL Facility Collateral Agent, with respect to the ABL Priority Collateral, and (ii) the Applicable First-Lien Collateral Agent, with respect to the Notes Priority Collateral. The ABL Facility Collateral Agent, the First-Lien Revolving Facility Collateral Agent and the Trustee shall enter into Joinder and Supplement No. 5 to the Junior Lien Intercreditor Agreement as of the date hereof to appoint the Intercreditor Agent and to reflect certain other agreements relating thereto.
Junior Lien Intercreditor Agreement. The Collateral Agent, the Administrative Agent, the Initial Other Authorized Representative and each other Authorized Representative hereby appoint the Collateral Agent to act as agent on their behalf pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on the Shared Collateral junior to Liens securing the First Lien Obligations that are incurred on or following the date hereof in compliance with the Secured Credit Documents. The Collateral Agent, solely in such capacity under any such intercreditor agreements, shall take direction from the Applicable Authorized Representative with respect to the Shared Collateral.
Junior Lien Intercreditor Agreement. In the event that the Issuer or a Guarantor incurs Junior Lien Priority Indebtedness that is not prohibited by this Indenture, the Notes Collateral Agent (and, if applicable, the Trustee) will enter into a senior priority/junior priority intercreditor agreement with (together with other relevant Persons) any collateral agent and/or other authorized representative of any Junior Lien Priority Indebtedness, which intercreditor agreement shall provide for the subordination of Liens on such Junior Lien Priority Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Junior Lien Priority Indebtedness, and such intercreditor agreement shall be customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified to the Trustee in writing by the Issuer, and if the Credit Agreement is then outstanding, shall be in a form approved by the Credit Agreement Collateral Agent (each, a “Junior Lien Intercreditor Agreement”). The Notes Collateral Agent (and, if applicable, the Trustee) shall sign any such Junior Lien Intercreditor Agreement upon delivery of an Officer’s Certificate of the Issuer; it being understood that the First Lien/Second Lien Intercreditor Agreement (as defined in the Credit Agreement) constitutes a customary Junior Lien Intercreditor Agreement.
Junior Lien Intercreditor Agreement. If a Junior Lien Intercreditor Agreement is entered into, this Article 12 and the provisions of each other Security Document will be subject to the terms, conditions and benefits set forth in the Junior Lien Intercreditor Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Junior Lien Intercreditor Agreement, if any, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Junior Lien Intercreditor Agreement and (b) authorizes and instructs the Collateral Agent on behalf of each Holder to enter into the Junior Lien Intercreditor Agreement as [“Priority Lien Representative” (as such term is defined in the Junior Lien Intercreditor Agreement)] on behalf of such Holders as [“
Junior Lien Intercreditor Agreement. The Credit Agreement Collateral Agent, the Administrative Agent, the Initial Other Authorized Representative and each other Authorized Representative hereby appoint the Credit Agreement Collateral Agent to act as agent on their behalf pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on the Common Collateral junior to Liens securing the First-Priority Obligations that are incurred after the date hereof in compliance with the Secured Credit Documents. The Credit Agreement Collateral Agent, solely in such capacity under any such intercreditor agreements, shall take direction from the Applicable Authorized Representative with respect to the Common Collateral. If the Credit Agreement Collateral Agent shall resign or otherwise cease to serve as the collateral agent for the Credit Agreement Secured Parties, or if the Discharge of Credit Agreement Obligations shall have occurred, the Applicable Authorized Representative shall appoint a representative (which may be itself) to act as agent on behalf of each Authorized Representative pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on the Common Collateral junior to Liens securing the First-Priority Obligations that are incurred after the date hereof in compliance with the Secured Credit Documents.
Junior Lien Intercreditor Agreement. At any time prior to the ABL Termination Date, the ABL Agent shall have the right to direct the Senior Credit Agent (as defined in the Junior Lien Intercreditor Agreement) with respect of the Senior Credit Agent’s rights under the Junior Lien Intercreditor Agreement; provided the Senior Credit Agent shall not be obligated to take any such action at the direction of the ABL Agent unless the Senior Credit Agent is indemnified for taking any such actions in a manner reasonably satisfactory to it.
Junior Lien Intercreditor Agreement. Each of the Lenders and Issuing Lenders hereby authorize the Administrative Agent, upon request of the Borrower, to enter into a Junior Lien Intercreditor Agreement in connection with the incurrence of Junior Secured Debt pursuant to Section 8.1(k) [Indebtedness] by this Agreement. If requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of Borrower that the incurrence of such Junior Secured Debt and the Liens securing such Junior Secured Debt are permitted by this Agreement.
Junior Lien Intercreditor Agreement. In the event that any Permitted Junior Priority Debt is incurred by the Company at any time after the date hereof, then so long as such Permitted Junior Priority Debt does not violate the terms set forth in the then extant Secured Credit Documents, each of the parties hereto agrees to enter into an intercreditor agreement substantially in the form of Exhibit E to the Initial Additional First-Lien Agreement, with such modifications thereto as the Applicable Authorized Representative may reasonably agree.
