Common use of Requirements For Consent and Acknowledgment Clause in Contracts

Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute a Refinancing of any existing Series of First Lien Obligations or any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, if the incurrence of such obligations and related Liens (including the priority thereof) is not prohibited under the applicable First Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) If not so prohibited and if the Company wishes to so designate, the Company shall (i) notify each Applicable Agent in writing of such designation (and such Applicable Agent shall forward such notice to each Representative then existing), (ii) cause the applicable agent for any such additional obligations that are designated as Other First Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Lien Obligations or Other Second Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereof, the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Lien Facility Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any agent or trustee therefor), as the case may be, to the extent such Indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the First Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause (c) above, each First Lien Obligations Representative, Applicable First Lien Agent, each Second Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations.

Appears in 2 contracts

Samples: First Lien/Second Lien Intercreditor Agreement (ADT, Inc.), First Lien/Second Lien Intercreditor Agreement (ADT, Inc.)

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Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien FacilityRBL Facility Obligations, a Second Lien FacilityTerm Facility Obligations, Priority Term Facility Obligations, Other First First-Priority Lien Obligations, Other Second-Priority Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute as a Refinancing of any existing Series of First the Senior Secured Obligations or Second-Priority Lien Obligations or of any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, if the incurrence of such obligations and related Liens (including is permitted under each of the priority thereof) is not prohibited under First-Priority Lien Obligations Documents, the applicable First Second-Priority Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) this Agreement. If not so prohibited and if the Company wishes to so designatepermitted, the Company shall (i) notify each the Applicable Agent in writing of such designation (and such the Applicable Agent shall forward such notice to each Representative then existing), ) and (ii) cause the any applicable agent for in connection with such designation or Refinancing to execute and deliver to each Representative then existing, a Consent and Acknowledgment substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, hereto. In connection with any such additional obligations that are designated as Other First First-Priority Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Second-Priority Lien Obligations or Other Second Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in contemplated by this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereof5.14, this Agreement may be amended at the request and sole expense of the Company, by the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement hereunder) (a) to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Lien Facility Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any authorized agent or trustee therefor), as the case may be, to the extent ) providing any such Indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligationsobligations, (Ab) establish to confirm that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First First-Priority Lien Obligations (or any agent or trustee thereof) shall have the comparable same rights and benefits as are provided priorities with respect to the First Collateral vis-a-vis the holders of the Second-Priority Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause the other First-Priority Obligations and (c) above, each First to confirm that such Other Second-Priority Lien Obligations Representative, Applicable First Lien Agent, each Second shall have the same rights and priorities with respect to the Collateral vis-a-vis the holders of the First-Priority Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on as the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Second-Priority Obligations.

Appears in 2 contracts

Samples: Senior Lien Intercreditor Agreement (EP Energy LLC), Consent and Exchange Agreement (EP Energy LLC)

Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien FacilityRBL Facility Obligations, a Second Lien FacilityNotes Facility Obligations, Other First First-Priority Lien Obligations, Other Second-Priority Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute as a Refinancing of any existing Series of First the First-Priority Lien Obligations or Second-Priority Lien Obligations of any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, if the incurrence of such obligations and related Liens (including is permitted under each of the priority thereof) is not prohibited under First-Priority Lien Obligations Documents, the applicable First Second-Priority Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) this Agreement. If not so prohibited and if the Company wishes to so designatepermitted, the Company shall (i) notify each the Applicable First Lien Agent in writing of such designation (and such the Applicable First Lien Agent shall forward such notice to each Representative then existing), ) and (ii) cause the any applicable agent for in connection with such designation or Refinancing to execute and deliver to each Representative then existing, a Consent and Acknowledgment substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, hereto. In connection with any such additional obligations that are designated as Other First First-Priority Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Second-Priority Lien Obligations or Other Second Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in contemplated by this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereof5.14, this Agreement may be amended at the request and sole expense of the Company, by the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement hereunder) (a) to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Lien Facility Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any authorized agent or trustee therefor), as the case may be, to the extent ) providing any such Indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligationsobligations, (Ab) establish to confirm that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First First-Priority Lien Obligations (or any agent or trustee thereof) shall have the comparable same rights and benefits as are provided priorities with respect to the First Collateral vis-a-vis the holders of the Second-Priority Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause the other First-Priority Obligations and (c) above, each First to confirm that such Other Second-Priority Lien Obligations Representative, Applicable First Lien Agent, each Second shall have the same rights and priorities with respect to the Collateral vis-a-vis the holders of the First-Priority Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on as the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Second-Priority Obligations.

Appears in 1 contract

Samples: Senior Priority Lien Intercreditor Agreement (EP Energy Corp)

Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute a Refinancing of any existing Series of First Lien Obligations or any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, if the incurrence of such obligations and related Liens (including the priority thereof) is not prohibited under the applicable First Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) If not so prohibited and if the Company wishes to so designate, the Company shall (i) notify each Applicable Agent in writing of such designation (and such Applicable Agent shall forward such notice to each Representative then existing), (ii) cause the applicable agent for any such additional obligations that are designated as Other First Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Lien Obligations or Other Second Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereof, the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Lien Facility Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any agent or trustee therefor), as the case may be, to the extent such Indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the First Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause (c) above, each First Lien Obligations Representative, Applicable First Lien Agent, each Second Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations.Lien

Appears in 1 contract

Samples: Intercreditor Agreement

Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien Facility, a Second Junior Lien FacilityNotes Obligation, Other First Lien Obligations or Other Second Junior Lien Obligations, and may specify that any such additional obligations constitute a Refinancing of any existing Series of First Lien Obligations or any Series of the Second Junior Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Junior Lien Obligations Secured Party, if (i) the incurrence of such obligations and related Liens (including the priority thereof) is not prohibited under the applicable First Lien Obligations Documents and the applicable Second Junior Lien Obligations Documents, (ii) in the case of a designation of additional obligations as a First Lien Facility or Other First Lien Obligations, the Representative for such obligations shall have duly executed and delivered an intercreditor agreement (or joinder thereto) among each First Lien Obligations Representative and (iii) the case of a designation of additional obligations as Other Junior Lien Obligations, the Representative for such obligations shall have duly executed and delivered an intercreditor agreement (or joinder thereto) among each Junior Lien Obligations Representative. (b) If not so prohibited and if the Company wishes to so designate, the Company shall (i) notify each Applicable Agent in writing of such designation (and such Applicable Agent shall forward such notice to each Representative then existing), (ii) cause the applicable agent for any such additional obligations that are designated as Other First Lien Obligations or Other Second Junior Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Lien Obligations or Other Second Junior Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereofhereof and subject to Section 8.22(a), (i) if the Applicable First Lien Agent and the Applicable Second Junior Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that is being replaced the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second a Junior Lien Facility Notes Obligations or Other Second Junior Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Junior Lien Agent, as applicable, in accordance with the definition of “Applicable First Lien Agent” or “Applicable Second Lien Agent”, as applicable, then such agent and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Junior Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Junior Lien FacilityNotes Obligation, Other First Lien Obligations or Other Second Junior Lien ObligationsObligations in accordance with the terms of this Agreement. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Junior Lien Facility Obligations, Other First Lien Obligations or Other Second Junior Lien Obligations (or any agent or trustee therefor), as the case may be, to the extent such Indebtedness is not prohibited by the applicable DocumentDocument and the applicable terms of Section 8.22(a) are complied with; (ii) in the case of additional Second Junior Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the First Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause (c) above, each First Lien Obligations Representative, Applicable First Lien Agent, each Second Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations.,

Appears in 1 contract

Samples: First Lien Credit Agreement (Aleris Corp)

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Requirements For Consent and Acknowledgment. (a) The Company may designate hereunder in writing additional obligations as a First Lien FacilityRBL Facility Obligations, a Second Lien FacilityTerm Facility Obligations, Other First First-Priority Lien Obligations, Other Second-Priority Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute as a Refinancing of any existing Series of First the First-Priority Lien Obligations or Second-Priority Lien Obligations of any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, if the incurrence of such obligations and related Liens (including is permitted under each of the priority thereof) is not prohibited under First-Priority Lien Obligations Documents, the applicable First Second-Priority Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) this Agreement. If not so prohibited and if the Company wishes to so designatepermitted, the Company shall (i) notify each the Applicable First Lien Agent in writing of such designation (and such the Applicable First Lien Agent shall forward such notice to each Representative then existing), ) and (ii) cause the any applicable agent for in connection with such designation or Refinancing to execute and deliver to each Representative then existing, a Consent and Acknowledgment substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, hereto. In connection with any such additional obligations that are designated as Other First First-Priority Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Second-Priority Lien Obligations or Other Second Lien Obligations constitute a Refinancing of a specified existing Series of Secured Obligations. (c) Notwithstanding anything to the contrary set forth in contemplated by this Section 8.22 or in Section 8.3 (Amendments; Waivers) hereof5.14, this Agreement may be amended at the request and sole expense of the Company, by the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the Company, without the consent of any First Lien Obligations Secured Party or any Second Lien Obligations Secured Party, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement hereunder) (a) to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Obligations, Second Lien Facility Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any authorized agent or trustee therefor), as the case may be, to the extent ) providing any such Indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligationsobligations, (Ab) establish to confirm that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (B) provide to the holders of such Other First First-Priority Lien Obligations (or any agent or trustee thereof) shall have the comparable same rights and benefits as are provided priorities with respect to the First Collateral vis-a-vis the holders of the Second-Priority Lien Obligations Secured Parties under this Agreement. (d) Any such additional party as described in clause the other First-Priority Obligations and (c) above, each First to confirm that such Other Second-Priority Lien Obligations Representative, Applicable First Lien Agent, each Second shall have the same rights and priorities with respect to the Collateral vis-a-vis the holders of the First-Priority Lien Obligations Representative and Applicable Second Lien Agent shall be entitled to rely on as the determination of officers of the Company that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company has complied with its undertakings in such Documents. (e) At the request of the Company, without the consent of any First Lien Obligations Secured Party or any other Second Lien Obligations Secured Party, any then existing First Lien Obligations Representative or Second Lien Obligations Representative (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Second-Priority Obligations.

Appears in 1 contract

Samples: Priority Lien Intercreditor Agreement (EP Energy LLC)

Requirements For Consent and Acknowledgment. (a) The Company Borrower may designate hereunder in writing additional obligations as a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations, and may specify that any such additional obligations constitute a Refinancing refinancing of any existing Series of First Lien Obligations or any Series of the Second Lien Obligations, as the case may be, without the consent of any other First Lien Obligations Secured Party Creditor or any other Second Lien Obligations Secured PartyCreditor, if the incurrence of such obligations and related Liens (including the priority thereof) is not prohibited under the applicable First Lien Obligations Documents and the applicable Second Lien Obligations Documents. (b) If not so prohibited and if the Company Borrower wishes to so designate, the Company Borrower shall (i) notify each the Applicable First Lien Agent and the Applicable Second Lien Agent in writing of such designation (and such Applicable First Lien Agent and the Applicable Second Lien Agent shall forward such notice to each Representative other First Lien Agent and Second Lien Agent, as applicable, then existing), (ii) cause the applicable agent for any such additional obligations that are designated as Other First Lien Obligations or Other Second Lien Obligations, as applicable, to execute and deliver an applicable Consent and Acknowledgment and (iii) if applicable, cause such agent to indicate in such Consent and Acknowledgment that such Other First Lien Obligations or Other Second Lien Obligations constitute a Refinancing refinancing of a specified existing Series of Secured First Lien Obligations or Second Lien Obligations, as applicable. (c) Notwithstanding anything to the contrary set forth in this Section 8.22 6.17 or in Section 8.3 (Amendments; Waivers) Sections 6.7 or 6.8 hereof, the Applicable First Lien Agent and the Applicable Second Lien Agent shall (i) to the extent applicable, provide written notice to each other Representative that the applicable agent for any such additional obligations that are designated as a First Lien Facility or Other First Lien Obligations or Second Lien Facility or Other Second Lien Obligations, as applicable, has become the Applicable First Lien Agent or Applicable Second Lien Agent, as applicable, and (ii) at the request of the CompanyBorrower, without the consent of any First Lien Obligations Secured Party Creditor or any Second Lien Obligations Secured PartyCreditor, execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. Any such amendment may, among other things: (i) add other parties holding First Lien Facility Loan Obligations, Second Lien Facility Loan Obligations, Other First Lien Obligations or Other Second Lien Obligations (or any agent or trustee therefor), as the case may be, to the extent such Indebtedness indebtedness is not prohibited by the applicable Document; (ii) in the case of additional Second Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Second Lien Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any present or future First Lien Obligations, and (B) provide to holders of such Second Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits that have been consented to by the Applicable First Lien Agent or the First Lien Obligations Representatives) as are provided to the Second Lien Obligations Secured Parties Creditors under this Agreement; and (iii) in the case of additional Other First Lien Obligations, (A) establish that the Liens on the Common Collateral securing such Other First Lien Obligations shall be superior and prior in all respects to all Liens on the Common Collateral securing any present or future Second Lien Obligations, and (Bb) provide to the holders of such Other First Lien Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the First Lien Obligations Secured Parties Creditors under this Agreement. (d) Any such additional party as described in clause (c) above, each First Lien Obligations Representative, the Applicable First Lien Agent, each Second Lien Obligations Representative Agent and the Applicable Second Lien Agent shall be entitled to rely on the determination of officers of the Company Borrower that such modifications do not violate any applicable Documents, if such determination is set forth in an officer’s certificate delivered by the Company Borrower at the request of such party, the Applicable First Lien Agent or the Applicable Second Lien Agent; provided, however, that such determination will not affect whether or not the Company Borrower has complied with its undertakings in such Documents. (e) At the request of the CompanyBorrower, without the consent of any First Lien Obligations Secured Party Creditor or any other Second Lien Obligations Secured PartyCreditor, any then existing First Lien Obligations Representative Agent or Second Lien Obligations Representative Agent (in addition to the Applicable First Lien Agent and the Applicable Second Lien Agent) shall execute and deliver the acknowledgement and confirmation of the applicable Consent and Acknowledgment and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate the designation of a First Lien Facility, a Second Lien Facility, Other First Lien Obligations or Other Second Lien Obligations. For the avoidance of doubt, such actions shall not be required for the effectiveness of any such designation of a First Lien Facility, a Second Lien Facility, an Other First Lien Obligations or Other Second Lien Obligations.

Appears in 1 contract

Samples: First/Second Lien Intercreditor Agreement (TransFirst Inc.)

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