No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
Appears in 3 contracts
Samples: Credit Agreement (Emergency Medical Services CORP), Credit Agreement (Emergency Medical Services CORP), Intercreditor Agreement (Emergency Medical Services CORP)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured PartiesLender, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties each ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of the Term Agent, any Term Lender, the ABL Agent or any ABL Lender waives any claim it may have on grounds of commercial reasonableness. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Lender, the ABL Agent and each ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 3 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.), Intercreditor Agreement (Music123, Inc.)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured PartiesLenders, any Additional each Cash Flow Collateral Agent and any Additional each Cash Flow Collateral Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 2.3, 2.4 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, each Cash Flow Collateral Agent (including in its capacity as ABL Cash Flow Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan respective Cash Flow Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL and each Cash Flow Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Cash Flow Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that any failure by the ABL Agent’s failure Agent to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, Documents and any failure by any Additional Term Cash Flow Collateral Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Cash Flow Collateral Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL its respective Cash Flow Collateral Documents.
Appears in 3 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.), Intercreditor Agreement (Hd Supply, Inc.)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 3 contracts
Samples: Intercreditor Agreement (JOANN Inc.), Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Term Agent and any Additional Term Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the First Lien Term Loan Documents, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Second Lien Term Loan Documents, any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional First Lien Term Documents, any Additional ABL Second Lien Term Agent (including in its capacity as ABL Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Second Lien Term Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Second Lien Term Agent (including in its capacity as ABL Term Loan Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the First Lien Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the First Lien Term Loan Agent’s rights hereunder or under any of the First Lien Term Loan Documents, the Second Lien Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Second Lien Term Loan Agent’s rights hereunder or under any of the Second Lien Term Loan Documents, any failure by any Additional First Lien Term Agent to provide any such copies to any other such Party shall not impair any of such Additional First Lien Term Agent’s rights hereunder or under any of the Additional First Lien Term Documents and any failure by any Additional ABL Second Lien Term Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Second Lien Term Agent’s rights hereunder or under any of the Additional ABL Second Lien Term Documents.
Appears in 3 contracts
Samples: Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
Appears in 2 contracts
Samples: Credit Agreement (Tribune Publishing Co), Intercreditor Agreement (Tribune Publishing Co)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as and the ABL Collateral Representative, if applicable) Secured Parties may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as and the Term Loan Collateral Representative, if applicable) Secured Parties may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies (except that, notwithstanding the foregoing, if an Exigent Circumstance exists, each of the ABL Agent and the Term Agent agrees to provide to the other such Party notice as soon as practicable and in any event contemporaneously with the commencement of an Exercise of Any Secured Creditor Remedies), and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from, or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 2 contracts
Samples: Intercreditor Agreement (Overseas Shipholding Group Inc), Intercreditor Agreement (Overseas Shipholding Group Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentCash Flow Secured Party, the Term Loan Secured Parties, the ABL Agent, the each ABL Secured Parties, any Additional Agent Party and any Additional each Junior Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby), ; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Cash Flow Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Cash Flow Documents, any Additional Term each Junior Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, applicable Junior Debt Documents and each may engage in the Exercise of Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Cash Flow Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) a written notice (an “Enforcement Notice”) prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorGuarantor promptly after delivery thereof; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Cash Flow Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Cash Flow Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Cash Flow Agent’s rights hereunder or under any of the Term Loan Cash Flow Documents. Each of the Cash Flow Agent, each Cash Flow Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Cash Flow Agent and each Cash Flow Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Cash Flow Agent or any other Cash Flow Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Senior Agent or any Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Party shall not impair any Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Additional Term Agent’s rights hereunder Senior Agents or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide Senior Secured Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, and (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 2 contracts
Samples: Intercreditor Agreement (Avaya Inc), Intercreditor Agreement (Avaya Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Term Agent and any Additional Term Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), ) and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, Documents and any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
Appears in 2 contracts
Samples: Intercreditor Agreement (Lannett Co Inc), Intercreditor Agreement (Lannett Co Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any be taken. 20 Form of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.J. Crew Intercreditor Agreement
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the each Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the applicable Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)Agreement; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional and each Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party each Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Documents and any Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional applicable Term Documents Documents. Each of the Term Agents (on behalf of itself and any failure by any Additional the applicable Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of each of the Term Agents and the applicable Term Secured Parties, against the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against the Term Agents or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such copies action taken or omitted to any be taken, or (ii) without the other such Party shall not impair any of such Additional ABL Agent’s rights hereunder prior written consent, it will not be a petitioning creditor or under any otherwise assist in the filing of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 2 contracts
Samples: Intercreditor Agreement (Horizon Global Corp), Loan Agreement (Horizon Global Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the each Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the applicable Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)Agreement; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional and each Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, provided further, however, that the ABL Agent’ failure to provide any such copies to each Term Agent shall not impair any of the ABL Agent’ rights hereunder or under any of the ABL Documents and any Term Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional applicable Term Documents Documents. Each of the Term Agents (on behalf of itself and any failure by any Additional the applicable Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of each of the Term Agents and the applicable Term Secured Parties, against the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against the Term Agents or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such copies action taken or omitted to any be taken, or (ii) without the other such Party shall not impair any of such Additional ABL Agent’s rights hereunder prior written consent, it will not be a petitioning creditor or under any otherwise assist in the filing of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Global Corp), Loan Agreement (Horizon Global Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan [Cash Flow] Agent, the Term Loan [Cash Flow] Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except except, without otherwise affecting the provisions of this agreement, as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 2.3, 2.4 and 4.1 hereof4.1. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) may enforce the provisions of the Term Loan [Cash Flow] Documents, any Additional Term [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) may enforce the provisions of the Additional Term [Cash Flow] Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory (except, without otherwise affecting the provisions of applicable law (except this agreement, as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)) and mandatory provisions of applicable law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable), any Additional Term [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan [Cash Flow] Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan [Cash Flow] Agent’s rights hereunder or under any of the Term Loan [Cash Flow] Documents, any failure by any Additional Term [Cash Flow] Agent to provide any such copies to any other such Party shall not impair any of such Additional Term [Cash Flow] Agent’s rights hereunder or under any of the Additional Term [Cash Flow] Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
Appears in 2 contracts
Samples: Assumption Agreement (Veritiv Corp), Assumption Agreement (Veritiv Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentShared Collateral Agents, the Term Loan each Shared Collateral Secured PartiesParty, the ABL Agent, the Agent and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Shared Collateral Representative, if applicable) Agents may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Shared Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each prior to the Discharge of ABL Obligations, the ABL Agent (including Agent, and in its capacity as ABL the event of a Shared Collateral Representative, if applicable)Enforcement Date, the Term Loan Agent (including in its capacity as Term Loan Shared Collateral RepresentativeAgents, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees agree to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Shared Collateral Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s Shared Collateral Agents’ failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s Shared Collateral Agents’ rights hereunder or under any of the Term Loan Shared Collateral Documents. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents or any other Shared Collateral Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the ABL Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Toys R Us Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured PartiesLender, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties each ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of any Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any the Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Lender, the ABL Agent and each ABL Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 2 contracts
Samples: Intercreditor Agreement (Container Store Group, Inc.), Intercreditor Agreement (Container Store Group, Inc.)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Note Agent, the Term Loan each Note Secured PartiesParty, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties each ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof4.1. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, Documents and the Term Loan Note Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Note Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)Agreement; provided, however, that (I) each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Note Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party Agent (x) an Enforcement Notice prior to the commencement of the Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required required, under applicable law or the ABL Documents or Note Documents, as applicable, to deliver to any Borrower Grantor, as well as copies of any default notices or reservation of rights letters delivered by such Agent to any GuarantorGrantor and (II) ABL Agent shall use its commercially reasonable efforts to provide notice to Note Agent of any Note Purchase Event arising under clause (v) or (vii) of Section 5.4(a) upon becoming aware of such Note Purchase Event; provided, further, however, that the ABL Agent’s failure to provide any such notices or copies to any other such Party the Note Agent (but not the Enforcement Notice) under clause (I)(y) or (II) above shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Note Agent’s failure to provide any such notices or copies to any other such Party the ABL Agent (but not the Enforcement Notice) under clause (I)(y) above shall not impair any of the Term Loan Note Agent’s rights hereunder or under any of the Term Loan Note Documents. The Note Agent, each Note Secured Party, the ABL Agent and each ABL Lender agrees that, except as otherwise set forth in Section 3.6, it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Note Agent and each other Note Secured Party, against the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against the Note Agent or any other Note Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is not inconsistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
Samples: Intercreditor Agreement (Independence Contract Drilling, Inc.)
No Other Restrictions. (i) Except as expressly otherwise set forth in this AgreementAgreement (including any provisions prohibiting or restricting any party from taking various actions or making various objections), each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as an unsecured creditor or a secured creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed Remedies, in writing by and between each case to the extent not inconsistent with or among any applicable Parties, solely as among such Parties and contrary to the Secured Parties represented thereby), provisions of this Agreement; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien #94592040v2 EXHIBIT F Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) Agents may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement Agreement, and mandatory provisions of applicable law (except as may be separately otherwise agreed and, in writing by and the case of the Term Agents, any intercreditor agreement between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)Term Agents; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Controlling Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any other such Party of the Term Agents shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Controlling Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agents, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of each Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against any Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken. In the event any ABL Secured Party becomes a judgment lien creditor in respect of Term Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens thereon securing Term Obligations, in each case, on the same basis as the other Liens on the Term Priority Collateral securing the ABL Obligations are so subordinated to the Term Obligations under this Agreement. In the event any Term Secured Party becomes a judgment lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such Party judgment lien shall not impair any of be subordinated to the Liens thereon securing ABL Obligations, in each case, on the same basis as the other Liens on the ABL Priority Collateral securing the Term Obligations are so subordinated to such Additional Term Agent’s rights hereunder or ABL Obligations under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsthis Agreement.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent to provide and each Term Secured Party, against either the ABL Agent or any such copies other ABL Secured Party, and in the case of the ABL Agent and each ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any other action taken or omitted to be taken by such Party shall not impair any of such Additional Term Agent’s rights hereunder or under Person with respect to any of the Additional Term Documents Collateral which is consistent with the terms of this Agreement, and any failure by any Additional ABL Agent to provide none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the DIP Term Loan Agent, the each DIP Term Loan Secured PartiesLender, the DIP ABL Agent, the and each DIP ABL Secured Parties, any Additional Agent and any Additional Secured Parties Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The DIP ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the DIP ABL Documents, the DIP Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the DIP Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the DIP ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional DIP Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor; provided, provided further, however, that the DIP ABL Agent’s failure to provide any such copies to any other such Party the DIP Term Agent shall not impair any of the DIP ABL Agent’s rights hereunder or under any of the DIP ABL Documents, Documents and the DIP Term Loan Agent’s failure to provide any such copies to any other such Party the DIP ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional DIP Term Agent’s rights hereunder or under any of the Additional DIP Term Documents and any failure by any Additional Documents. Each of the DIP Term Agent, each DIP Term Lender, the DIP ABL Agent and each DIP ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the DIP Term Agent and each DIP Term Lender, against either the DIP ABL Agent or any other DIP ABL Secured Party, and in the case of the DIP ABL Agent and each DIP ABL Secured Party, against either the DIP Term Agent or any other DIP Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Term Agent and any Additional Term Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), ) and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, Documents and any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents Documents. Credit and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.Guaranty Agreement EXHIBIT N
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the First Lien Term Loan Agent, each First Lien Term Lender, the First Lien Notes Agent, each First Lien Notes Secured Party, each Future Term Loan Loan/Notes Indebtedness Secured PartiesParty, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties each ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of any Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, any Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent or any ABL Lender waives any claim it may have on grounds of commercial reasonableness. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the applicable Term Loan Loan/Notes Documents, any Additional Term the First Lien Notes Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional applicable Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Loan/Notes Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the and each Term Loan Loan/Notes Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party Term Loan/Notes Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Documents and any Term Loan Loan/Notes Agent’s failure to provide any such copies to any other such Party the ABL Agent shall not impair any of the such Term Loan Loan/Notes Agent’s rights hereunder or under any of the applicable Term Loan Loan/Notes Documents. Each of the First Lien Term Agent, each First Lien Term Lender, each First Lien Notes Agent, each First Lien Notes Secured Party, each Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent and each ABL Lender agrees that (i) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the First Lien Term Agent, each First Lien Term Lender, the First Lien Notes Agent, each First Lien Notes Secured Party, and each Future Term Loan/Notes Indebtedness Secured Party against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either any Term Loan/Notes Agent or any other Term Loan/Notes Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken and (ii) it will not be a petitioning creditor or otherwise assist in the filing of any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsinvoluntary Insolvency Proceeding.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent (on behalf of itself and the Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, and (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 1 contract
Samples: Intercreditor Agreement (Abercrombie & Fitch Co /De/)
No Other Restrictions. (i) Except as expressly otherwise set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the each Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the relevant Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and Agreement, mandatory provisions of applicable law (except and, as may be separately otherwise agreed in writing by and between or among the Term Agents only, the terms of any applicable Parties, solely as among such Parties and intercreditor agreement between the Secured Parties represented thereby)Term Agents; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Controlling Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party of the Term Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Controlling Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agents, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of each Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against any Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentSubordinated Lienholder, the Term Loan Secured Partiesother Subordinated Creditors, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties the Lenders shall have any and all rights and remedies it may have as a creditor under applicable law, including the right rights to exercise all rights and remedies in foreclosure or otherwise with respect to any of the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Collateral; provided, however, that any such exercise by the Exercise Subordinated Lienholder or the other Subordinated Creditors, and any collection or sale of Secured Creditor Remedies with respect to all or any portion of the Collateral by the Subordinated Lienholder or the other Subordinated Creditors, shall be subject to the Lien Priority Liens of the Agent on the Collateral to the extent provided in Section 2.2 and to the provisions of this Agreement, Agreement including Sections 2.3 and 4.1 Section 4.2 hereof. The ABL In exercising rights and remedies with respect to the Collateral, the Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Lending Agreements and each may Exercise Any Secured Creditor Remediesexercise remedies thereunder, all in such order and in such manner as each it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the sale, consistent with lease, license, or other disposition of all or any portion of the terms of this Agreement and mandatory provisions of Collateral by private or public sale or any other means permissible under applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)agreement; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party to the Subordinated Lienholder; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Subordinated Lienholder shall not impair any of the ABL Agent’s rights hereunder or under any hereunder. In the event the Subordinated Lienholder is permitted by this Agreement to exercise rights and remedies with respect to the Collateral, the Subordinated Lienholder may enforce the provisions of the ABL DocumentsSubordinated Lienholder Agreements and exercise remedies thereunder, all in such order and in such manner as it may determine in the Term Loan exercise of its sole discretion. Such exercise and enforcement shall include the sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means permissible under applicable law or any agreement; provided, that the Subordinated Lienholder agrees to provide copies of any notices that it is required under applicable law to deliver to any Credit Party to the Agent’s ; provided further, that the failure to provide any such copies to any other such Party the Agent shall not impair any of the Term Loan AgentSubordinated Lienholder’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentshereunder.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured PartiesLenders, any Additional Agent and any Additional Secured Parties Creditors shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), ) and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, and any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Note Collateral Agent, the Term Loan each Secured PartiesHY Note Holder, the ABL Agent, the ABL Secured Parties, any Additional Revolving Credit Agent and any Additional each Revolving Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect undertake Enforcement actions to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereofextent permitted under Section 2.3(a). The ABL Revolving Credit Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL DocumentsRevolving Loan Agreements and, except as otherwise provided herein, the Term Loan Note Collateral Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan DocumentsSecured HY Documents and, any Additional Term Agent (including in its capacity except as Term Loan Collateral Representativeotherwise provided herein, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remediesundertake Enforcement Actions, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Partieslaw; provided , solely as among such Parties and the Secured Parties represented thereby); provided, howeverhowever , that each of the ABL Revolving Credit Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party the Note Collateral Agent (x) an Enforcement Notice prior to undertaking any Enforcement Action, and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; providedprovided , further, howeverfurther , that the ABL AgentNote Collateral Agent shall provide to the Revolving Credit Agent copies of any notices sent to the Company of the occurrence of a Secured HY Event of Default, provided , further , however , any Party’s failure to provide any such copies to any the other such Party shall not impair any of the ABL AgentParty’s rights hereunder or under any of the ABL Documents, the Term Revolving Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder Agreements or under any of the Term Loan Secured HY Documents, as applicable. Each Party agrees (i) that it will not institute any failure suit or other proceeding asserting and will not assert in any suit, Insolvency Proceeding or other proceeding, any claim against the other Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any Additional Term Agent action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 1 contract
Samples: Intercreditor Agreement
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan [Cash Flow] Agent, the Term Loan [Cash Flow] Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections Section 2.3 and Section 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) may enforce the provisions of the Term Loan [Cash Flow] Documents, any Additional Term [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) may enforce the provisions of the Additional Term [Cash Flow] Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable), any Additional Term [Cash Flow] Agent (including in its capacity as Term Loan [Cash Flow] Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan [Cash Flow] Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan [Cash Flow] Agent’s rights hereunder or under any of the Term Loan [Cash Flow] Documents, any failure by any Additional Term [Cash Flow] Agent to provide any such copies to any other such Party shall not impair any of such Additional Term [Cash Flow] Agent’s rights hereunder or under any of the Additional Term [Cash Flow] Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies, (y) use reasonable efforts to advise the other at reasonable intervals of the status of any Exercise of Secured Creditor Remedies by it, and (z) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorABL Obligor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies or updates to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies or updates to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent (on behalf of itself and the Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
Appears in 1 contract
Samples: Intercreditor Agreement (Zale Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentSecured Party, the Term Loan Secured Parties, the ABL Agent, the each ABL Secured Parties, any Additional Agent Party and any Additional each Junior Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby), ; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term each Junior Agent may (including in its capacity as Term Loan Collateral Representative, if applicablesubject to Section 2.4(b)) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, applicable Junior Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement (including, without limitation, Section 2.4(b)) and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any . Each of such Additional the Term Agent’s rights hereunder , each Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or under other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the Additional foregoing), in the case of the Term Documents Agent and any failure by any Additional each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other such Party shall not impair proceeding or assert in any of such Additional ABL Agent’s rights hereunder suit, Insolvency Proceeding or under other proceeding any claim (or support any of the Additional ABL Documentsforegoing) against any Senior Agent or any Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentSecured Party, the Term Loan Secured Parties, the ABL Agent, the each ABL Secured Parties, any Additional Agent Party and any Additional each Junior Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby), ; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term each Junior Agent may (including in its capacity as Term Loan Collateral Representative, if applicablesubject to Section 2.4(b)) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, applicable Junior Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement (including, without limitation, Section 2.4(b)) and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by by, and solely as 39168701_7 between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any . Each of such Additional the Term Agent’s rights hereunder , each Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or under other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the Additional foregoing), in the case of the Term Documents Agent and any failure by any Additional each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other such Party shall not impair proceeding or assert in any of such Additional ABL Agent’s rights hereunder suit, Insolvency Proceeding or under other proceeding any claim (or support any of the Additional ABL Documentsforegoing) against any Senior Agent or any Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured PartiesNoteholder, the ABL Agent, the and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s 's failure to provide any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s 's rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s 's failure to provide any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s 's rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Noteholder, the ABL Agent and each ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Noteholder, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent (on behalf of itself and the Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, and (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.an involuntary Insolvency Proceeding. (b)
Appears in 1 contract
Samples: Intercreditor Agreement
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Credit Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies, (y) use reasonable efforts to advise the other at reasonable intervals of the status of any Exercise of Secured Creditor Remedies by it, and (z) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorObligor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies or updates to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies or updates to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent (on behalf of itself and the Term Credit Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Credit Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Credit Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken, or (ii) it will not be a petitioning creditor or otherwise assist in the filing of an involuntary Insolvency Proceeding against any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL DocumentsObligor.
Appears in 1 contract
Samples: Intercreditor Agreement (Zale Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Any Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement Agreement, the ABL Documents or the Term Documents, as applicable, and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, provided further, however, that the ABL Agent’s failure to provide any such copies the Enforcement Notice (other than in connection with Section 3.5) to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent (on behalf of itself and the Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this AgreementAgreement (including, without limitation, Section 2.3), each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may undertake to determine in the exercise of its sole discretion, consistent with the terms of this Agreement Agreement, the applicable Credit Documents and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each other Term Secured Party, the ABL Agent and each other ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each other Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
No Other Restrictions. (i) Except as expressly set forth provided in this AgreementSection 2.3, until the Discharge of the First Lien Obligations has occurred, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional First Lien Agent and any Additional the First Lien Secured Parties shall have any the exclusive right to enforce rights, exercise remedies (including set off and all rights and remedies it may have as a creditor under applicable law, including the right to credit bid their debt) and make determinations regarding the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between release, disposition of, or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies restrictions with respect to, the Collateral (or Subject Interests) without any consultation with or the consent of the Second Lien Notes Trustee or any Second Lien Notes Secured Party and regardless of any provision of the Second Lien Notes Documents or whether any such action or failure to act is adverse to the Collateral shall be subject to the interest of any Second Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereofNotes Secured Party. The ABL First Lien Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, applicable First Lien Documents and each may Exercise Any any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except law. Except as may be separately otherwise agreed expressly provided in writing by and between or among any applicable PartiesSection 2.3, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent Second Lien Notes Trustee and each Second Lien Notes Secured Party agrees that it will not (i) accelerate the indebtedness constituting Second Lien Notes Obligations or declare the principal of, premium, if any, and accrued but unpaid interest on such indebtedness to be due and payable unless it shall have given prior written notice thereof to the First Lien Agent, (ii) exercise or seek to exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute (or participate with others in instituting) any action or proceeding with respect to such rights or remedies (including in its capacity as ABL Collateral Representative, if applicableany action of foreclosure or credit bid), (iii) contest, protest or object to any foreclosure proceeding or action brought with respect to the Term Loan Collateral by the First Lien Agent or any other First Lien Secured Party, or any other exercise by any such party of any rights or remedies relating to the Collateral under the First Lien Documents or otherwise in respect of the First Lien Obligations (including in its capacity as Term Loan Collateral Representative, if applicableany action of foreclosure or credit bid), (iv) object to the forbearance by the First Lien Secured Parties from bringing or pursuing any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and foreclosure proceeding or action or any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies exercise of any notices that it is required rights or remedies relating to the Collateral in respect of the First Lien Obligations, (v) exercise any put option held by any Second Lien Notes Secured Party or cause any First Lien Secured Party to honor any redemption or mandatory prepayment obligation under applicable law any Second Lien Notes Document (vi) seek to deliver enforce payment of or to any Borrower collect the whole or any Guarantor; providedpart of the Second Lien Notes Obligations, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair or commence judicial enforcement of any of the ABL Agent’s rights hereunder and remedies under the Second Lien Notes Documents or under applicable law with respect to the Second Lien Notes Obligations or (vii) institute or participate with others in any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, against the First Lien Agent or any other First Lien Secured Party, or seeking damages from, or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and no such Person shall be liable for any such action taken or omitted to be taken. The Second Lien Notes Trustee, for itself and on behalf of the Second Lien Notes Secured Parties, hereby waives any and all rights it or the Second Lien Notes Secured Parties may have as a junior lien creditor with respect to the Collateral or otherwise to object to the manner in which the First Lien Agent or any First Lien Secured Party seek to enforce or collect the respective First Lien Obligations or the Liens granted in any of the ABL DocumentsCollateral, the Term Loan Agent’s regardless of whether any action or failure to provide act by or on behalf of either First Lien Agent or any such copies First Lien Secured Party is adverse to any other such Party shall not impair any the interest of the Term Loan Agent’s Second Lien Notes Secured Parties. The Second Lien Notes Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Notes Document (other than this Agreement) shall be deemed to restrict in any way the rights hereunder or under any and remedies of the Term Loan Documents, any failure by any Additional Term First Lien Agent or the First Lien Secured Parties with respect to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents Collateral as set forth in this Agreement and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL First Lien Documents.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this AgreementAgreement and the other Term Documents and ABL Documents, as applicable, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Any Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Any Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of the Secured Parties waives any claim it may have on grounds of commercial reasonableness. The ABL Collateral Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the ; each Term Loan Collateral Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Documents relating to the Applicable Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Obligations; and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and other Term Documents or ABL Documents, as applicable, and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Collateral Agent (including in its capacity as ABL and each Term Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Collateral Agent’s failure to provide any such copies to any other such Party Term Collateral Agent shall not impair any of the such ABL Collateral Agent’s rights hereunder or under any of the ABL Documents, the Documents and any Term Loan Collateral Agent’s failure to provide any such copies to any other such Party ABL Collateral Agent shall not impair any of the such Term Loan Collateral Agent’s rights hereunder or under any of the Term Loan Documents. Each Term Collateral Agent, each Term Agent, each Term Lender, the ABL Collateral Agent, the ABL Administrative Agent and each ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of such Term Collateral Agent, such Term Agent and such Term Lender, against either any ABL Collateral Agent, the ABL Administrative Agent or any other ABL Secured Party, and in the case of the ABL Collateral Agent, the ABL Administrative Agent and such ABL Lender, against either any Term Collateral Agent, any failure Term Agent, or any other Term Secured Party, seeking damages from or other relief (by way of specific performance, instructions or otherwise) with respect to any Additional Term Agent action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
Samples: Intercreditor Agreement (Postmedia Network Canada Corp.)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured PartiesLender, the ABL Agent, the and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Lender, the ABL Agent and each ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
Samples: Intercreditor Agreement (Hertz Corp)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Facility Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Facility Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement Agreement, the ABL Facility Documents or Term Facility Documents, as applicable, and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorLoan Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Facility Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Facility Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each other Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the [Term Loan Loan] Agent, the [Term Loan Loan] Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional [Term] Agent and any Additional [Term] Secured Parties shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing (including pursuant to any [Term] Intercreditor Agreement) by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the [Term Loan Loan] Agent (including in its capacity as [Term Loan Loan] Collateral Representative, if applicable) may enforce the provisions of the [Term Loan Loan] Documents, and any Additional Term [Term] Agent (including in its capacity as [Term Loan Loan] Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL [Term] Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing (including pursuant to any [Term] Intercreditor Agreement) by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the [Term Loan Loan] Agent (including in its capacity as [Term Loan Loan] Collateral Representative, if applicable), and any Additional Term [Term] Agent (including in its capacity as [Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Loan] Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the [Term Loan Loan] Agent’s failure to provide any such copies to any other such Party shall not impair any of the [Term Loan Loan] Agent’s rights hereunder or under any of the [Term Loan Documents, Loan] Documents and any failure by any Additional Term [Term] Agent to provide any such copies to any other such Party shall not impair any of such Additional Term [Term] Agent’s rights hereunder or under any of the applicable Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL [Term] Documents.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the Party and each ABL Secured Parties, any Additional Agent and any Additional Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any failure by suit or other proceeding or assert in any Additional suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any be taken. 20 Form of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional J. Crew ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents.Intercreditor Agreement
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the DIP Term Loan Agent, the each DIP Term Loan Secured PartiesLender, the DIP ABL Agent, the and each DIP ABL Secured Parties, any Additional Agent and any Additional Secured Parties Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The DIP ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the DIP ABL Documents, the DIP Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the DIP Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the DIP ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional DIP Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party copies of any notices that it is required under applicable law to deliver to any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor; provided, provided further, however, that the DIP ABL Agent’s failure to provide any such copies to any other such Party the DIP Term Agent shall not impair any of the DIP ABL Agent’s rights hereunder or under any of the DIP ABL Documents, Documents and the DIP Term Loan Agent’s failure to provide any such copies to any other such Party the DIP ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional DIP Term Agent’s rights hereunder or under any of the Additional DIP Term Documents and any failure by any Additional Documents. Each of the DIP Term Agent, each DIP Term Lender, the DIP ABL Agent and each DIP ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the DIP Term Agent and each DIP Term Lender, against either the DIP ABL Agent or NYDOCS02/867883.5 any other DIP ABL Secured Party, and in the case of the DIP ABL Agent and each DIP ABL Secured Party, against either the DIP Term Agent or any other DIP Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to provide be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsbe taken.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan AgentSecured Party, the Term Loan Secured Parties, the ABL Agent, the each ABL Secured Parties, any Additional Agent Party and any Additional each Junior Secured Parties Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby), ; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term each Junior Agent may (including in its capacity as Term Loan Collateral Representative, if applicablesubject to Section 2.4(b)) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, applicable Junior Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement (including, without limitation, Section 2.4(b)) and mandatory provisions of - 27 - 39168701_7 applicable law (except as may be separately otherwise agreed in writing by by, and solely as between or among among, any applicable Partiestwo or more Junior Agents, solely as among such Parties each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorCredit Party; provided, provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any other such Party the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide the Enforcement Notice or any such copies to any other such Party the ABL Agent shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any . Each of such Additional the Term Agent’s rights hereunder , each Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or under other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the Additional foregoing), in the case of the Term Documents Agent and any failure by any Additional each Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to provide any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other such Party shall not impair proceeding or assert in any of such Additional ABL Agent’s rights hereunder suit, Insolvency Proceeding or under other proceeding any claim (or support any of the Additional ABL Documentsforegoing) against any Senior Agent or any Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.
Appears in 1 contract
No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured PartiesLenders, the ABL Agent, the ABL Secured PartiesLenders, any Additional Agent and any Additional Secured Parties Creditors shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable)Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, and any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Documents. Each of the Term Documents Agent, the Term Lenders, the ABL Agent, the ABL Lenders, any Additional Agent and any failure by Additional Creditors agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, (x) in the case of the Term Agent and each Term Lender, against the ABL Agent or any other ABL Secured Party, or any Additional Agent or any other Additional Secured Party, (y) in the case of the ABL Agent and each other ABL Secured Party, against the Term Agent or any other Term Secured Party, or any Additional Agent or any other Additional Secured Party, and (z) in the case of any Additional Agent and each Additional Creditor, against the ABL Agent or any other ABL Secured Party, or the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to provide be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such copies action taken or omitted to be taken. Except as may be separately otherwise agreed by and between or among any applicable Additional Agents, each of any Additional Agent and any Additional Creditors represented thereby agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Additional Agent or any Additional Creditor represented by such Party shall not impair other Additional Agent, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Additional ABL Agent’s rights hereunder Persons shall be liable for any such action taken or under any of the Additional ABL Documentsomitted to be taken.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Agent, the each Term Loan Secured PartiesLender, the ABL Agent, the ABL Secured Parties, any Additional Agent and any Additional Secured Parties each ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby)law; provided, however, that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), and the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each the other such Party (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any GuarantorGrantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any other such Party the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, Documents and the Term Loan Agent’s failure to provide any such copies to any other such Party the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents. Each of the Term Agent, each Term Lender, the ABL Agent and each ABL Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each Term Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any failure action taken or omitted to be taken by any Additional Term Agent such Person with respect to provide the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such copies action taken or omitted to any other such Party shall be taken, or (ii) it will not impair any be a petitioning creditor or otherwise assist in the filing of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentsan involuntary Insolvency Proceeding.
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No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Term Loan Collateral Agent, the Term Loan Secured PartiesTrustee, the ABL Noteholders, the Agent, and the ABL Secured Parties, any Additional Agent and any Additional Secured Parties Lenders shall have any and all rights and remedies it may have as a creditor under applicable law, including the right rights to exercise all rights and remedies in foreclosure or otherwise with respect to any of the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Collateral; provided, however, that the Exercise of Secured Creditor Remedies with respect to any such exercise by the Collateral Agent, the Trustee or the Noteholders and any collection or sale of all or any portion of the Collateral by the Collateral Agent, the Trustee or the Noteholders, shall be subject to the Lien Priority Liens of the Agent on the Collateral to the extent provided in Section 2.01 and to the provisions of this Agreement, Agreement including Sections 2.3 and 4.1 Section 4.02 hereof. The ABL In exercising rights and remedies with respect to the Collateral, the Agent (including in its capacity as ABL Collateral Representative, if applicable) and the Lenders may enforce the provisions of the ABL Documents, the Term Lender Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL Documents, Documents and each may Exercise Any Secured Creditor Remediesexercise remedies thereunder, all in such order and in such manner as each it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the sale, consistent lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means permissible under applicable law (it being understood that any such action shall in all respects comply with the terms of this Agreement and mandatory provisions applicable Requirements of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented therebyLaw); provided, however, provided that each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required to deliver under applicable law to deliver be delivered to any Borrower or any Guarantorthe Credit Parties and to the Collateral Agent; provided, further, however, further that the ABL Agent’s failure to provide any such copies to any other such Party the Credit Parties and the Collateral Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Term Loan Agent’s rights hereunder or under any of the Term Loan Documents, any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documentshereunder.
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Samples: Intercreditor and Lien Subordination Agreement (GNLV Corp)