Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement: (a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents; (b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and (c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 4 contracts
Samples: Intercreditor and Collateral Agency Agreement (PostRock Energy Corp), Intercreditor and Collateral Agency Agreement (PostRock Energy Corp), Intercreditor Agreement (Quest Resource Corp)
Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent Creditor or the Second Lien AgentCreditor, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(ii) that the First Lien Collateral Documents and Second Lien Collateral Documents shall be, in all material respects, the same with respect to the description of the Collateral covered thereby.
(b) The foregoing to the contrary notwithstanding, each of the parties agrees that to the documents and agreements creating or evidencing the extent that First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, Creditor or Second Lien Agent shall obtain Creditor obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or record any Second Lien Documents in favor which would not constitute Collateral without a grant of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such a security interest or lien separate from the First Lien Documents or Second Lien Documents are not Security Documents, then as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Agent or Debt and the Second Lien AgentDebt will not be identical, as and the case may beprovisions of the documents, shall notify agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the other scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 3 contracts
Samples: Intercreditor Agreement (Boxlight Corp), Intercreditor Agreement (Boxlight Corp), Intercreditor Agreement (Boxlight Corp)
Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Lien ABL Collateral and the Second Lien Term Loan Collateral be identical. To the extent that, notwithstanding this identical except as provided in Section 2.07, the First Lien Collateral 6 hereof and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.032.4(b) below. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien ABL Agent or the Second Lien Term Loan Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien ABL Collateral and the Second Lien Term Loan Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien ABL Documents and the Second Lien Term Loan Documents;; and
(bii) that the documents ABL Collateral Documents and agreements creating or evidencing the First Lien Term Loan Collateral and the Second Lien Collateral Documents and guarantees for the First Lien Obligations ABL Debt and the Second Lien Obligations Term Loan Debt, shall be Security Documents or otherwise be, in all material respects respects, the same forms of documents other than with respect to the First Lien and Second Lien nature priorities of the obligations and Collateral Liens granted thereunder; and.
(cb) The foregoing to the contrary notwithstanding, each of the parties agrees that to the extent that ABL Agent or Term Loan Agent obtains a Lien in an asset (of a type that is not included in the event either First types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the ABL Documents or Term Loan Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects, by written notice to the Agent shall obtaining such Lien, not to obtain or record any First Lien Documents after receiving prior written notice thereof in favor accordance with the provisions of First Lien Agent granting Liens on Section 2.3, the Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligationssecuring the ABL Debt and the Term Loan Debt will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 3 contracts
Samples: Intercreditor Agreement (Quest Resource Holding Corp), Intercreditor Agreement (Quest Resource Holding Corp), Intercreditor Agreement (Quest Resource Holding Corp)
Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent Creditor or the a Second Lien AgentCreditor, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(ii) that the First Lien Collateral Documents and Second Lien Collateral Documents shall be, in all material respects, the same with respect to the description of the Collateral covered thereby.
(b) The foregoing to the contrary notwithstanding, each of the parties agrees that to the documents and agreements creating or evidencing the extent that First Lien Collateral and the Creditor or a Second Lien Creditor obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature as of the obligations and date hereof or which would not constitute Collateral thereunder; and
(c) that in without a grant of a security interest or lien separate from the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Agent or Debt and the Second Lien AgentDebt will not be identical, as and the case may beprovisions of the documents, shall notify agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the other scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement (Boxlight Corp), Intercreditor Agreement (Boxlight Corp)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties Persons obligated under the First Lien Loan Documents and the Second Lien Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, subject to Section 5.3(c) and the proviso to Section 2.3(b), shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature of the obligations Obligations thereunder. Notwithstanding the foregoing Sections 2.3 and Collateral thereunder; and
2.4, (cx) that in to the event either extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States but a first lien pledge thereof is not so prohibited or otherwise unenforceable, the First Lien Agent shall obtain or record any First Lien Loan Documents in favor may include a pledge of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any such Equity Interests and the Second Lien Documents in favor may not include a pledge of such Equity Interests and, except to the extent held as a bailee or custodian or agent by the First Lien Collateral Agent on behalf of the Second Lien Collateral Agent granting Liens on Collateral to secure under Section 5.5, the Second Lien Obligations, Collateral shall not include the Equity Interests of such Foreign Subsidiary and such (y) it is understood by each of the parties that to the extent that the First Lien Collateral Agent or the Second Lien Collateral Agent obtains a Lien on an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or Lien separate from the First Lien Loan Documents or Second Lien Documents are not Security Documents, then as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects in writing not to obtain after receiving prior written notice thereof, the Collateral securing the First Lien Agent or Obligations and the Second Lien AgentObligations will not be identical, as and the case may beprovisions of the documents, shall notify agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the other scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 2 contracts
Samples: Indenture (KCG Holdings, Inc.), Intercreditor Agreement (KCG Holdings, Inc.)
Similar Liens and Agreements. The parties hereto (including the Borrower and the other Grantors) agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.11, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the any First Lien Agent Representative or the any Second Lien AgentRepresentative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, subject to Section 2.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature of the obligations and Collateral Obligations thereunder; and.
(c) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such other First Lien Documents or Second Lien Documents are not Security Documentsto the contrary, then collateral consisting of cash and Cash Equivalents specifically pledged to any Secured Party or group of Secured Parties with respect to letters of credit or other Secured Obligations thereunder (or other credit support issued or pledged in favor of such Secured Party) shall secure only the Secured Obligations owing to such Secured Parties with respect to such letters of credit (or other credit support issued or pledged in favor of such Secured Party) (“Excluded Cash Collateral”) and shall be applied as specified in the applicable First Lien Agent Document or Second Lien AgentDocument pursuant to which such Secured Obligations are issued and secured and will not constitute Collateral hereunder; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such First Lien Document or Second Lien Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of Excluded Cash Collateral (or any letter of credit or other credit support issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such Excluded Cash Collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Collateral proceeds as otherwise contemplated by this Agreement. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts (including amounts delivered as margin or cash collateral) to satisfy such Secured Obligations secured by Excluded Cash Collateral to the extent permitted under the applicable First Lien Document or Second Lien Document, or exercise its rights and remedies with respect to any Excluded Cash Collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other credit support issued solely in its favor, each of which will be governed by the terms of such First Lien Document or Second Lien Document, as the case may be, shall notify the other of such documentation and provide a copy thereofapplicable.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral Obligations be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, upon any reasonable request by the Senior Lien Agent or the Junior Lien Agent, the specific items assets included in the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the Senior Lien Obligations thereon and the Liens securing the Junior Lien Obligations thereon and the identity of the respective parties obligated under the First Senior Lien Documents and the Second Junior Lien Documents;; and
(b) that the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and subject to the Second Lien Collateral and guarantees for Liens securing the First Junior Lien Obligations (and the Second Lien Obligations such Liens) shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Collateral subject to the Liens securing the Senior Lien Obligations (and such Liens), other than with respect to the First Lien senior priority and Second Lien junior priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofmatters contemplated by this Agreement.
Appears in 2 contracts
Samples: Junior Lien Term Loan Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the assets and property of the Grantors constituting Collateral securing each of the Revolving Facility Obligations, the First Lien Collateral Obligations and the Second Lien Collateral Obligations be identical. To substantially the extent thatsame, notwithstanding this Section 2.07, subject to differences between the Revolving Facility Security Documents and the First Lien Collateral and Second Lien Collateral are not identical, Security Documents (each as in effect on the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03date hereof). In furtherance of the foregoingforegoing and of Section 8.7, the parties hereto agreeeach Security Agent and each other Secured Party agrees, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Directing Security Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Collateral securing the Revolving Facility Obligations, the First Lien Collateral and Obligations or the Second Lien Collateral Obligations, as the case may be, and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the Revolving Facility Documents, the First Lien Documents and or the Second Lien Documents, as the case may be;
(bii) that the documents and agreements creating or evidencing the First Lien Security Documents, the Second Lien Security Documents and the Revolving Facility Security Documents creating Liens on the Notes Priority Collateral and the Second Lien Revolving Facility Priority Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects substantially the same forms of documents other than with respect to the First Lien Priority, Second Priority and Second Lien Third Priority nature of the obligations Liens created thereunder in such Collateral and Collateral thereunderthe Revolving Facility Obligations constituting an asset-based loan (it being understood that the First Lien Security Documents and Revolving Facility Security Documents in effect on the date hereof (including any forms or exhibits attached to any of the foregoing or any other First Lien Document or Revolving Facility Document) satisfy this provision as of the date hereof); and
(ciii) that the guaranties executed and delivered by the Grantors in respect of the Revolving Facility Obligations, the First Lien Obligations and the Second Lien Obligations shall be substantially in the event either same form (it being understood that the guaranties included in each of the Revolving Facility Credit Agreement and the First Lien Agent shall obtain or record any First Lien Documents Credit Agreement (each as in favor effect on the date hereof) satisfy this provision as of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofdate hereof).
Appears in 2 contracts
Samples: Intercreditor Agreement (Interline Brands, Inc./De), Credit Agreement (Interline Brands, Inc./De)
Similar Liens and Agreements. The parties hereto Lender Representatives agree that it is their intention that the First Lien Senior Revolving Collateral and the Second Lien Term Collateral be identical. To the extent that, notwithstanding this Section 2.072.4, the First Lien Senior Revolving Collateral and Second Lien Term Collateral are not identical, (i) the Second Lien Term Administrative Agent, on behalf of Second Lien Secured PartiesTerm Claimholders, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Term Collateral that is not First Lien Senior Revolving Collateral, shall be subject to Section 4.034.2, and (ii) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Senior Revolving Collateral that is not Term Collateral, shall, to the extent such amounts are in excess of the amount necessary to result in the Discharge of Senior Indebtedness, be subject to Section 4.2. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto Lender Representatives agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent Senior Indebtedness Representative or the Second Lien Term Administrative Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Senior Revolving Collateral and the Second Lien Term Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Senior Revolving Credit Documents and the Second Lien Term Credit Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Senior Revolving Collateral and the Second Lien Term Collateral and guarantees for the First Lien Obligations Senior Indebtedness and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First first Lien and Second the second Lien nature of the obligations Obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Forest Oil Corp), Intercreditor Agreement (Starboard Resources, Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Subordinated Lien Collateral (other than with respect to Affiliate Securities, if any, and any Specified Hedge Collateral, if any) be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien AgentSubordinated Collateral Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Subordinated Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Subordinated Lien Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Subordinated Lien Collateral and guarantees for the First Lien Obligations and the Second Subordinated Lien Obligations Obligations, subject to Section 5.3(d), shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien first or subordinated nature of the obligations Obligations thereunder and Collateral thereunder; and
(c) that in the event either First Lien Agent exclusion or inclusion, if applicable, of any Affiliate Securities or any Specified Hedge Collateral. Notwithstanding the foregoing, it shall obtain or record not be a violation of this Section if any First Lien Documents in favor assets and/or property of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents Grantor are not Security Documents, then First yet included in Subordinated Lien Agent or Second Collateral but are subject to closing agreements to provide that such assets and/or property shall become Subordinated Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofCollateral.
Appears in 2 contracts
Samples: First and Subordinated Lien Intercreditor Agreement (CVR Energy Inc), Credit and Guaranty Agreement (CVR Energy Inc)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral Documents and the Second Lien Collateral Documents and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature thereof and subject to document standard language with respect to the duties and liabilities of the obligations Collateral Agent acting in its capacity as “Trustee” and “Collateral thereunderAgent” as required by Collateral Agent; and
(c) that in after the event either Discharge of the First Lien Priority Obligations, First Lien Agent shall obtain or record any First Lien Documents in favor will provide written notice thereof to each depositary bank subject to each control agreement then effective. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that First Lien Agent granting Liens on or Collateral to secure Agent obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Loan Documents or Second Lien Documents are not Security Documents, then as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof, the Collateral securing the First Lien Agent or Loan Obligations and the Second Lien AgentLoan Obligations will not be identical, as and the case may beprovisions of the documents, shall notify agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the other scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement (Interface Security Systems, L.L.C.), Intercreditor Agreement (Interface Security Systems Holdings Inc)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.072.5, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.034.1. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Shared Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Common Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Common Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Common Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Shared Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Quest Energy Partners, L.P.), Intercreditor Agreement (Quest Resource Corp)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien (a) Each Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien itself and the Pari Passu Secured PartiesParties represented by it, hereby agrees that any amounts received by or distributed each Collateral Agent shall have the right, but not the obligation, to any of them pursuant to or as a result of take Liens on Second Lien Collateral that is not First Lien any or all of the Collateral, shall be subject to Section 4.03. In furtherance of of, but subject to the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by to provide advance written notice to each Collateral Agent of any grant of Liens on additional Collateral to secure any Pari Passu Obligations for which such party is the First Lien Collateral Agent or the Second Lien Grantor, including a description of Collateral to be granted, the identity of the Grantors providing the grant, the Pari Passu Secured Parties benefitting from the grant and the documents and agreements to be used to create or evidence the grant;
(ii) upon request by any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and Collateral, the identity of the respective parties obligated under Grantors, the First Lien Documents Pari Passu Secured Parties benefitting from the Collateral and the Second Lien Documents;documents and agreements being used to create or evidence the granting of such Collateral; and
(biii) that the documents and agreements creating or evidencing the First Lien Liens on the Common Collateral and securing any Series of the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Pari Passu Obligations shall be Security Documents or otherwise in all material respects the same forms of documents securing each other than with respect to the First Lien and Second Lien nature Series of the obligations and Pari Passu Obligations (without requiring that all Collateral thereunder; andtaken for any Series of the Pari Passu Obligations must be taken by each Series of the Pari Passu Obligations).
(cb) Each Collateral Agent represents that in such Collateral Agent has the event either First Lien authority to represent and bind the Pari Passu Secured Parties contemplated to be represented by it hereunder and, on behalf of itself and the Pari Passu Secured Parties represented by it, agrees that such Collateral Agent or the applicable Administrative Agent or other Pari Passu Secured Parties represented by it hereunder shall obtain or record any First Lien Documents in favor be solely responsible for the creation, maintenance and perfection of First Lien Agent granting its Liens on the Collateral to secure First Lien Obligationsand the results thereof under this Agreement, or Second Lien Agent shall obtain or record any Second Lien Documents in favor including for the purposes of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, Impairments and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofdistributions under SECTION 2.01.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Summit Midstream Partners, LP)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Revolving Credit Collateral, the 2016 Secured Notes Collateral, the Senior Priority Fixed Asset Collateral and the Second Lien Junior Priority Collateral be identical. To .; provided that this provision will not be violated with respect to any Revolving Credit Obligations if for any reason the extent thatRevolving Credit Collateral Agent expressly declines to accept a Mortgage, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agentor releases a Mortgage, on behalf of Second Lien Secured Partiesthe Mortgaged Property owned by Envelope Product Group, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien CollateralLLC and located at Xxxxx 000, shall be subject to Section 4.03Xxxxxxxxxxxx, XX 00000. In furtherance of the foregoingforegoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Revolving Credit Collateral Agent, theany Senior Priority Fixed Asset Collateral Agent or the Second Lien Junior Priority Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Revolving Credit Collateral, the 2016 Secured Notes Collateral, the Senior Priority Fixed Asset Collateral and the Second Lien Junior Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents Revolving Credit Documents, the 2016 Secured Notes Documents, the Senior Priority Fixed Asset Documents, and the Second Lien Junior Priority Documents;; and
(b) that the documents and agreements creating or evidencing Revolving Credit Collateral Documents, taken as a whole, the First Lien 2016 Secured Notes Collateral Documents, taken as a whole, the Senior Priority Fixed Asset Collateral Documents, taken as a whole and the Second Lien Junior Priority Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Documents, taken as a whole, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to differences to reflect the First Lien and Second Lien nature of the obligations financial arrangements and Collateral the relative lien priorities securing the Obligations thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, except that the First Lien Collateral will include the assets described in items (4) and (6) of the definition of “Excluded Collateral” set forth in the Existing Second Lien Indenture, and the Second Lien Collateral may not include such assets (the “Excluded Assets”). So long as the First Lien Discharge Date has not occurred, the parties hereto agree that (x) no Loan Party shall grant or permit, and no Second Lien Creditor shall acquire or hold, any Lien on any assets of any Loan Party securing any Second Lien Obligation which assets are not identicalalso subject to a Lien granted pursuant to the First Lien Documents in favor of the First Lien Agent for the benefit of the First Lien Creditors securing the First Lien Obligations and (y) no Loan Party shall grant or permit, and no First Lien Creditor shall acquire or hold, any Lien on any assets of any Loan Party (other than Excluded Assets) securing any First Lien Obligation which assets are not also subject to a Lien granted pursuant to the Second Lien Agent, on behalf Documents in favor of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any Trustee for the benefit of them pursuant to or as a result of Liens on the Second Lien Collateral that is not First Creditors securing the Second Lien Collateral, shall be subject to Section 4.03Obligations. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To substantially identical except as to the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Uncommon Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Notes Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to (i) the First Lien first lien and Second Lien the second lien nature of the obligations thereunder, (ii) the Uncommon Collateral and (iii) the delivery of Collateral, the security interest in which may be perfected only by possession or control by a single person of such Collateral thereunder; and
(c) that in prior to the event either First Lien Agent shall obtain or record any First Lien Documents in favor Discharge of First Lien Agent granting Liens on Collateral Obligations. Notwithstanding the foregoing, to secure the extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States, the First Lien Obligations, or Loan Documents may include a pledge of such Equity Interests and the Second Lien Notes Documents may not include a pledge of such Equity Interests and, except to the extent held as a bailee or custodian or agent by the First Lien Collateral Agent shall obtain or record any on behalf of the Second Lien Documents in favor of Collateral Agent under Section 5.5, the Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are shall not Security Documents, then First Lien Agent or Second Lien Agent, as include the case may be, shall notify the other Equity Interests of such documentation and provide a copy thereofForeign Subsidiary.
Appears in 1 contract
Samples: Intercreditor Agreement (Revel Entertainment Group, LLC)
Similar Liens and Agreements. The parties hereto agree that it is their intention that (i) the First Second-Lien Collateral shall not be more expansive than the First-Lien Collateral and (ii) other than the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Excluded Second-Lien Collateral, the First-Lien Collateral shall not be subject to Section 4.03more expansive than the Second-Lien Collateral. In furtherance of the foregoingforegoing and of Section 8.9 hereof, the parties hereto agreeeach Agent and each Creditor agrees, subject to the other provisions of this Agreement:
(ai) upon reasonable request by either Agent to the First Lien Agent or the Second Lien other Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in their respective Collateral (other than, in the First case of the First-Lien Collateral and Collateral, the Second Excluded Second-Lien Collateral Collateral) and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First First-Lien Documents and the Second Second-Lien Notes Documents, respectively;
(bii) that the documents and agreements Second-Lien Security Documents creating or evidencing Liens on the First Lien Shared Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents as the respective First-Lien Security Documents creating Liens on the Shared Collateral other than (A) with respect to the First Lien and Second Lien priority nature of the obligations Liens created thereunder in such Shared Collateral, (B) such other modifications to such Second-Lien Security Documents which are less restrictive than the corresponding First-Lien Security Documents and (C) provisions in the Second-Lien Security Documents which are solely applicable to the rights and duties of the Second-Lien Collateral thereunderAgent and/or the Second-Lien Notes Trustee; and
(ciii) that at no time shall there be any Obligor in respect of the event either First Second-Lien Agent shall obtain or record any First Lien Documents Obligations that is not also an Obligor in favor respect of First Lien Agent granting Liens on Collateral to secure First the First-Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral Obligations and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, Obligations shall be subject to secured by the same Collateral (other than Cash Collateral as provided in Section 4.032.03). In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) to cooperate in good faith in order to determine, upon any reasonable request by the First Lien Administrative Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items assets included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents;
(b) that the documents and agreements creating or evidencing that, except as may otherwise be approved by the First Lien Collateral and Administrative Agent, the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Security Documents shall be Security Documents or otherwise in all material respects in the same forms of documents form as the First Lien Security Documents, other than with respect to the First Lien first priority and Second Lien second priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; andother matters contemplated by this Agreement;
(c) that in at no time before the event either First Lien Agent shall obtain or record any First Lien Documents in favor Discharge of First Lien Agent granting Liens on Collateral to secure Obligations and the repayment in full, in cash, of Excess First Lien Obligations shall there be (i) any Grantor that is an obligor in respect of the Second Lien Obligations that is not also an obligor in respect of the First Lien Obligations, or (ii) except as expressly permitted by the First Lien Loan Documents, a Lien (whether perfected or not) on any Property to secure the Second Lien Agent shall obtain or record any Second Obligations that is not also granted (and similarly perfected) to secure the First Lien Documents in favor Obligations; and
(d) that at no time before the Discharge of Second Lien Agent granting Liens on Collateral to secure Obligations and the repayment in full, in cash, of Excess Second Lien Obligations shall there be (i) any Grantor that is an obligor in respect of the First Lien Obligations that is not also an obligor in respect of the Second Lien Obligations, and such or (ii) except as expressly permitted by the Second Lien Loan Documents, a Lien (whether perfected or not) on any Property to secure the First Lien Documents or Obligations that is not also granted (and similarly perfected) to secure the Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofObligations.
Appears in 1 contract
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Lien Collateral Claimholders; provided, that this provision will not be identical. To the extent that, notwithstanding this Section 2.07, violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral and Second Agent for that Series from accepting a Lien on such asset or property or such Collateral are not identicalAgent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03“Declined Lien”). In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to reasonably cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.02, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second Lien nature of the obligations and Collateral thereunder; andto address any Declined Lien.
(cb) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Post Holdings, Inc.)
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Lien Collateral Obligations and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, Obligations shall be subject to Section 4.03secured by the same Collateral. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) to cooperate in good faith in order to determine, upon any reasonable request by the First Lien Administrative Agent or the Second Lien Administrative Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items assets included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents;
(b) that that, except as may otherwise be approved by the documents and agreements creating or evidencing First Lien Administrative Agent, the Second Lien Collateral Documents shall be in all material respects in the same form as the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents Documents, other than with respect to the First Lien first priority and Second Lien second priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; andother matters contemplated by this Agreement;
(c) that in at no time before the event either First Lien Agent shall obtain or record any First Lien Documents in favor Discharge of First Lien Agent granting Liens on Collateral to secure Obligations shall there be (i) any Grantor that is an obligor in respect of the Second Lien Obligations that is not also an obligor in respect of the First Lien Obligations, or (ii) except as expressly permitted by the First Lien Loan Documents, a Lien (whether perfected or not) on any Property to secure the Second Lien Agent shall obtain or record any Second Obligations that is not also granted (and similarly perfected) to secure the First Lien Documents in favor Obligations; and
(d) that at no time before the Discharge of Second Lien Agent granting Liens on Collateral to secure Obligations shall there be (i) any Grantor that is an obligor in respect of the First Lien Obligations that is not also an obligor in respect of the Second Lien Obligations, and such or (ii) except as expressly permitted by the Second Lien Loan Documents, a Lien (whether perfected or not) on any Property to secure the First Lien Documents or Obligations that is not also granted (and similarly perfected) to secure the Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofObligations.
Appears in 1 contract
Samples: Second Lien Credit Agreement (U.S. Well Services, Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.09, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents;; and
(b) that the documents and agreements creating or evidencing the Liens on the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the senior and subordinate nature of the security interests in the Collateral securing the respective First Lien Obligations and Second Lien nature Obligations thereunder. In addition, to the extent any guaranty is entered into by any Grantor in respect of the obligations and Collateral thereunder; and
Second Lien Obligations (c) that in whether or not the event either First Lien Collateral Agent shall obtain or record any First Lien Documents Claimholders have consented thereto), a guaranty by such Person shall be entered into in favor respect of First Lien Agent granting Liens on Collateral to secure the First Lien Obligations, and for all purposes hereunder such Person shall be deemed a guarantor of the First Lien Obligations and the Second Lien Obligations. Furthermore, to the extent any guaranty is entered into by any Grantor in respect of the First Lien Obligations (whether or not the Second Lien Agent shall obtain or record any the Second Lien Documents Claimholders have consented thereto), a guaranty by such Person shall be entered into in favor respect of the Second Lien Agent granting Liens on Collateral to secure Obligations and, for all purposes hereunder, such Person shall be deemed a guarantor of the Second Lien Obligations, Obligations and such the First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofObligations.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
Similar Liens and Agreements. The parties hereto agree (a) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Claimholder, whether or not any Insolvency or Liquidation Proceeding has commenced by or against the Company or any other Grantor, that it is their intention shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any First Lien Obligations that are not also subject to the Lien in respect of the other First Lien Obligations under any other Series of First Lien Documents except to the extent otherwise specifically permitted by the applicable Series of First Lien Documents; provided, that:
(i) this Section 2.11(a) will not apply with respect to the carve-outs set forth in Section 2.11(c), and
(ii) this provision will not be violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset or property or such Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, a “Declined Lien”). If any Collateral Agent or First Lien Claimholder shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, in respect of the First Lien Obligations under any other Series of First Lien Documents, then such Collateral Agent shall, without the need for any further consent of any part and Second notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each other Collateral are not identical, Agent as security for all other First Lien Obligations (subject to the Second terms hereof) and shall promptly notify each other Collateral Agent in writing of the existence of such Lien Agent, on behalf of Second Lien Secured Parties, agrees that and in any amounts event any amount received by or distributed to any on account of them pursuant to or as a result of such Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. 2.1 hereof.
(b) In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.2, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second to address any Declined Lien nature or the Initial Other First Lien Specified Collateral and
(iii) Collateral consisting of Initial Other First Lien Specified Collateral shall solely secure and shall be applied as specified in the obligations Initial Other First Lien Agreement and Collateral thereunder; andthe Initial Other First Lien Documents and will not constitute Shared Collateral. US-DOCS\109698006.9
(c) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral or Non-Shared Collateral.
Appears in 1 contract
Samples: First Lien Pari Passu Intercreditor Agreement (Revlon Inc /De/)
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Lien Collateral Claimholders; provided, that this provision will not be identical. To the extent that, notwithstanding this Section 2.07, violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral and Second Agent for that Series from accepting a Lien on such asset or property or such Collateral are not identicalAgent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03“Declined Lien”). In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.2, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second Lien nature of the obligations and Collateral thereunder; andto address any Declined Lien.
(cb) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral.
Appears in 1 contract
Similar Liens and Agreements. The So long as the Senior Debt has not been Paid in Full, and so long as no Insolvency Proceeding has been commenced by or against any Obligor, the parties hereto agree that it is their intention that the First Lien Collateral securing the Senior Debt and the Second Lien Collateral Subordinated Debt be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
, (ai) upon reasonable request by the First Lien Senior Agent or the Second Lien AgentSubordinated Creditor, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Senior Credit Documents and the Second Lien Documents;
Subordinated Debt Documents and (bii) that the documents Senior Credit Documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral Subordinated Debt Documents and guarantees for the First Lien Obligations Senior Debt and the Second Lien Obligations Subordinated Debt, shall be Security Documents or otherwise be, in all material respects respects, the same forms of documents other than with respect to the First Lien senior lien and Second Lien the junior lien nature thereof. The foregoing to the contrary notwithstanding, each of the obligations and Collateral thereunder; and
parties agrees that to the extent that Senior Agent or the Subordinated Creditor obtains a Lien in an asset (c) of a type that is not included in the event either First types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or Lien Agent shall separate from the Senior Credit Documents or Subordinated Debt Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain or record any First Lien Documents after receiving prior written notice thereof in favor accordance with the provisions of First Lien Agent granting Liens on Section 2(d) above, the Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligationssecuring the Senior Debt and the Subordinated Debt will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (TLG Acquisition One Corp.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical, except that the First Lien Collateral will include items (1)—(4) of the definition of ‘Excluded Collateral’ set forth in the Existing Second Lien Indenture in effect on the date hereof. To the extent that, notwithstanding this Section 2.072.5, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien AgentTrustee, on behalf of Second Lien Secured PartiesCreditors, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.034.1. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by either the First Lien Agent or the Second Lien AgentTrustee, as applicable, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents documents, subject to document standard language required by Second Lien Trustee, and other than with respect to the First Lien senior and Second Lien subordinate nature of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent Trustee shall obtain or record any Second Lien Documents in favor of Second Lien Agent Trustee granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or then Second Lien Documents are not Security Documents, then Trustee shall notify the First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Lien Collateral Claimholders provided, that this provision will not be identical. To the extent that, notwithstanding this Section 2.07, violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral and Second Agent for that Series from accepting a Lien on such asset or property or such Collateral are not identicalAgent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03“Declined Lien”). In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time (at the sole cost and expense of the Grantors) in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.2, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second Lien nature of the obligations and Collateral thereunder; andto address any Declined Lien.
(cb) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral.
Appears in 1 contract
Samples: First Lien Pari Passu Intercreditor Agreement (Turning Point Brands, Inc.)
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral Obligations be identical. To the extent that; provided, notwithstanding that this Section 2.07, the First Lien Collateral and Second Lien Collateral are provision will not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed be violated with respect to any of them pursuant Junior Lien Obligations if the applicable Junior Lien Agent is given a reasonable opportunity to accept a Lien on any asset or as property and such Junior Lien Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Agent from accepting a result of Liens Lien on Second such asset or property or such Junior Lien Collateral that is not First Agent otherwise expressly declines to accept a Lien Collateral, shall be subject to Section 4.03on such asset or property (any such prohibited or declined lien a “Declined Junior Lien”). In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, : to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, upon any reasonable request by any Senior Lien Agent or Junior Lien Agent, the specific items assets included in the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the Senior Lien Obligations thereon and the Liens securing the Junior Lien Obligations thereon and the identity of the respective parties obligated under the First Senior Lien Documents and the Second Junior Lien Documents;
(b) ; and that the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and subject to the Second Lien Collateral and guarantees for Liens securing the First Junior Lien Obligations (and the Second Lien Obligations such Liens) shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Collateral subject to the Liens securing the Senior Lien Obligations (and such Liens), other than with respect to the First Lien senior priority and Second Lien junior priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; and
(c) that in other matters contemplated by this Agreement, including the event either First Lien Agent shall obtain or record existence of any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofDeclined Junior Lien.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto (including each Obligor) agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding except as otherwise set forth in this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03Agreement. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the Designated First Lien Agent Representative or the Designated Second Lien AgentRepresentative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties Obligors obligated under the applicable First Lien Debt Documents and the Second Lien Debt Documents;
(b) that the documents and agreements creating or evidencing (i) in respect of Liens granted in a jurisdiction in which it is customary for the First Lien Collateral and the Second Lien Collateral to be separately documented, that the documents and guarantees for the agreements creating or evidencing such First Lien Obligations Collateral and the Second Lien Obligations Collateral, subject to Section 8.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lie n nature of the obligations Secured Obligations thereunder and the provisions set forth in Annex I hereto; and (ii) otherwise, that documents creating or evidencing Liens granted in respect of First Lien Collateral thereundershall also create or evidence the Second Lien Collateral;
(c) the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be a difference in Collateral among any series, issue or class of First Lien Obligations or Second Lien Obligations;
(d) no Obligor shall: (i) grant any additional Liens on any asset to secure any Second Lien Obligations unless such Obligor gives each First Lien Representative at least 5 Business Days prior written notice thereof and unless such notice also offers to xxxxx x Xxxx on such asset to secure the First Lien Obligations concurrently with the grant of a Lien thereon in favor of the applicable Collateral Agent; or (ii) grant any additional Liens on any asset to secure any First Lien Obligations unless such Grantor gives each Second Lien Representative at least 5 Business Days prior written notice thereof and unless such notice also offers to xxxxx x Xxxx on such asset to secure the Second Lien Obligations concurrently with the grant of a Lien thereon in favor of the applicable Collateral Agent; and
(ce) to the extent that in the event either First Lien Agent shall obtain foregoing provisions of Section 2.1 or record Section 2.9 are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Documents in favor of Representative or other First Lien Agent granting Liens on Collateral to secure First Lien ObligationsSecured Party, or each Second Lien Agent shall obtain or record any Representative and other Second Lien Documents Secured Party agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in favor contravention of Second Lien Agent granting Liens on Collateral this Section 2.1 or Section 2.9 shall be subject to secure Second Lien Obligations, Section 7.1. Schedule 5 is hereby incorporated in and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other made part of such documentation and provide a copy thereofthis Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement
Similar Liens and Agreements. The Except as provided in Section 2.3, except to the extent any asset constitutes an Excluded Asset, the parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To and the extent that, notwithstanding this Section 2.07, the First Third Lien Collateral and Second Lien Collateral are not be substantially identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.11, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the any First Lien Collateral Agent, the Second Lien Collateral Agent or the Second Third Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral, the Second Lien Collateral and the Second Third Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents, the Second Lien Documents and the Second Third Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral, the Second Lien Collateral and the Second Third Lien Collateral and guarantees for the First Lien Obligations and Obligations, the Second Lien Obligations and the Third Lien Obligations, subject to Section 2.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such other modifications to such Second Lien Security Documents which are less restrictive than the corresponding First Lien Security Documents, (iii) such other modifications to such Third Lien Security Documents which are less restrictive than the corresponding First Lien Security Documents and Second Lien nature Security Documents, (iv) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties of the obligations Second Lien Representative and/or the Second Lien Collateral Agent, and (v) and provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Representative and/or the Third Lien Collateral thereunder; Agent, and
(c) that at no time shall there be (i) any Grantor that is an obligor in respect of the event either Second Lien Obligations that is not also an obligor in respect of the First Lien Agent shall obtain Obligations and the Third Lien Obligations or record (ii) any Grantor that is an obligor in respect of the First Lien Documents Obligations that is not also an obligor in favor respect of the Second Lien Obligations and the Third Lien Obligations or (iii) any Grantor that is an obligor in respect of the Third Lien Obligations that is not also an obligor in respect of the First Lien Agent granting Liens Obligations and the Second Lien Obligations. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that (x) any Collateral constitutes an Excluded Asset, or (y) any Lien on any Second Lien Collateral is released pursuant to secure the terms of the Second Lien Documents, or (z) any Lien on any Third Lien Collateral is released pursuant to the terms of the Third Lien Documents, the Collateral securing the First Lien Obligations, or the Second Lien Agent shall obtain or record any Second Obligations and the Third Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien ObligationsObligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral Obligations be identical. To the extent that; provided, notwithstanding that this Section 2.07, the First Lien Collateral and Second Lien Collateral are provision will not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed be violated with respect to any of them pursuant Junior Lien Obligations if the applicable Junior Lien Agent is given a reasonable opportunity to accept a Lien on any asset or as property and such Junior Lien Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Agent from accepting a result of Liens Lien on Second such asset or property or such Junior Lien Collateral that is not First Agent otherwise expressly declines to accept a Lien Collateral, shall be subject to Section 4.03on such asset or property (any such prohibited or declined lien a “Declined Junior Lien”). In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, : to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, upon any reasonable request by the Senior Lien Agent or the Junior Lien Agent, the specific items assets included in the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the Senior Lien Obligations thereon and the Liens securing the Junior Lien Obligations thereon and the identity of the respective parties obligated under the First Senior Lien Documents and the Second Junior Lien Documents;
(b) ; and that the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and subject to the Second Lien Collateral and guarantees for Liens securing the First Junior Lien Obligations (and the Second Lien Obligations such Liens) shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Collateral subject to the Liens securing the Senior Lien Obligations (and such Liens), other than with respect to the First Lien senior priority and Second Lien junior priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; and
(c) that in other matters contemplated by this Agreement, including the event either First Lien Agent shall obtain or record existence of any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofDeclined Junior Lien.
Appears in 1 contract
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Lien Collateral Secured Parties [provided, that this provision will not be identical. To the extent that, notwithstanding this Section 2.07, violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral and Second Agent for that Series from accepting a Lien on such asset or property or such Collateral are not identicalAgent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03“Declined Lien”)]. In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.2, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second Lien nature of the obligations and Collateral thereunder; andto address any Declined Lien.
(cb) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral Obligations be identical. To the extent that; provided, notwithstanding that this Section 2.07, the First Lien Collateral and Second Lien Collateral are provision will not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed be violated with respect to any of them pursuant Junior Lien Obligations if the applicable Junior Lien Agent is given a reasonable opportunity to accept a Lien on any asset or as property and such Junior Lien Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Agent from accepting a result of Liens Lien on Second such asset or property or such Junior Lien Collateral that is not First Agent otherwise expressly declines to accept a Lien Collateral, shall be subject to Section 4.03on such asset or property (any such prohibited or declined lien a “Declined Junior Lien”). In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, upon any reasonable request by the Senior Lien Agent or the Junior Lien Agent, the specific items assets included in the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the Senior Lien Obligations thereon and the Liens securing the Junior Lien Obligations thereon and the identity of the respective parties obligated under the First Senior Lien Documents and the Second Junior Lien Documents;; and
(b) that the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and subject to the Second Lien Collateral and guarantees for Liens securing the First Junior Lien Obligations (and the Second Lien Obligations such Liens) shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Collateral subject to the Liens securing the Senior Lien Obligations (and such Liens), other than with respect to the First Lien senior priority and Second Lien junior priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; and
(c) that in other matters contemplated by this Agreement, including the event either First Lien Agent shall obtain or record existence of any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofDeclined Junior Lien.
Appears in 1 contract
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.09, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(b) that the documents and agreements creating or evidencing the Liens on the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the senior and subordinate nature of the security interests in the Collateral securing the respective First Lien Obligations and Second Lien nature Obligations thereunder. In addition, to the extent any guaranty is entered into by any Grantor in respect of the obligations and Collateral thereunder; and
Second Lien Obligations (c) that in whether or not the event either First Lien Collateral Agent shall obtain or record any First Lien Documents Claimholders have consented thereto), a guaranty by such Person shall be entered into in favor respect of First Lien Agent granting Liens on Collateral to secure the First Lien Obligations, and for all purposes hereunder such Person shall be deemed a guarantor of the First Lien Obligations and the Second Lien Obligations. Furthermore, to the extent any guaranty is entered into by any Grantor in respect of the First Lien Obligations (whether or not the Second Lien Agent shall obtain or record any the Second Lien Documents Claimholders have consented thereto), a guaranty by such Person shall be entered into in favor respect of the Second Lien Agent granting Liens on Collateral to secure Obligations and, for all purposes hereunder, such Person shall be deemed a guarantor of the Second Lien Obligations, Obligations and such the First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofObligations.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
Similar Liens and Agreements. The parties hereto acknowledge and agree that it is their intention that the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral Obligations be identical. To the extent that; provided, notwithstanding that this Section 2.07, the First Lien Collateral and Second Lien Collateral are provision will not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed be violated with respect to any of them pursuant Junior Lien Obligations if the applicable Junior Lien Agent is given a reasonable opportunity to accept a Lien on any asset or as property and such Junior Lien Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Agent from accepting a result of Liens Lien on Second such asset or property or such Junior Lien Collateral that is not First Agent otherwise expressly declines to accept a Lien Collateral, shall be subject to Section 4.03on such asset or property (any such prohibited or declined lien a “Declined Junior Lien”). In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine determine, upon any reasonable request by the Senior Lien Agent or the Junior Lien Agent, the specific items assets included in the First Collateral subject to Liens securing the Senior Lien Collateral Obligations and the Second Collateral subject to Liens securing the Junior Lien Collateral and Obligations, the steps taken to perfect their respective the Liens securing the Senior Lien Obligations thereon and the Liens securing the Junior Lien Obligations thereon and the identity of the respective parties obligated under the First Senior Lien Documents and the Second Junior Lien Documents;; and
(b) that the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and subject to the Second Lien Collateral and guarantees for Liens securing the First Junior Lien Obligations (and the Second Lien Obligations such Liens) shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Collateral subject to the Liens securing the Senior Lien Obligations (and such Liens), other than with respect to the First Lien senior priority and Second Lien junior priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and Collateral thereunder; and
(c) that in other matters contemplated by this Agreement, including the event either First Lien Agent shall obtain or record existence of any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.Declined Junior Lien. US-DOCS\79710835.5 Senior Junior Intercreditor Agreement
Appears in 1 contract
Samples: Credit Agreement (Herbalife Ltd.)
Similar Liens and Agreements. The Except as provided in Section 2.3, except to the extent any asset constitutes an Excluded Asset, the parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.11, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the any First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, subject to Section 2.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than (i) with respect to the First Lien and Second Lien priority nature of the obligations Liens created thereunder in such Collateral, (ii) such other modifications to such Second Lien Security Documents which are less restrictive than the corresponding First Lien Security Documents and (iii) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Representative and/or the Second Lien Collateral thereunder; Agent, and
(c) that at no time shall there be (i) any Grantor that is an obligor in respect of the event either Second Lien Obligations that is not also an obligor in respect of the First Lien Agent shall obtain Obligations or record (ii) any Grantor that is an obligor in respect of the First Lien Documents Obligations that is not also an obligor in favor respect of First Lien Agent granting Liens on Collateral to secure First the Second Lien Obligations. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that (y) any Collateral constitutes an Excluded Asset, or Second (z) any Lien Agent shall obtain or record on any Second Lien Documents in favor Collateral is released pursuant to the terms of the Second Lien Agent granting Liens on Documents, the Collateral to secure securing the First Lien Obligations and the Second Lien ObligationsObligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Ion Geophysical Corp)
Similar Liens and Agreements. The Except as set forth in Section 2.03, the parties hereto acknowledge and agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.072.04, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them Second Lien Secured Party pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.034.02. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) to cooperate in good faith in order to determine, upon any reasonable request by the First Lien Administrative Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items Property included in the First Lien Collateral and the Second Lien Collateral and Collateral, the steps taken to perfect their respective the First Priority Liens and the Second Priority Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Note Documents;
(b) that on the documents date hereof and agreements creating or evidencing the on any date when any new First Lien Security Documents are entered into to add Collateral and or add additional Guarantors, the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Documents shall be Security Documents or otherwise in all material respects in the same forms of documents form as the First Lien Security Documents, other than with respect to the First Lien first priority and Second Lien second priority nature of the obligations Liens created or evidenced thereunder, the identity of the Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement (it being understood that the foregoing shall not require the Second Lien Secured Parties to forgo having the Second Lien Secured Obligations secured by any Collateral thereunder; andor guaranteed by any Guarantor contemplated by the Second Lien Note Documents);
(c) that at no time shall there be any Guarantor in respect of the event either Second Lien Secured Obligations that is not also a Guarantor in respect of the First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Secured Obligations, and such vice versa; and
(d) that the First Lien Documents or Administrative Agent (i) shall use, and shall instruct its legal counsel to use, commercially reasonable efforts to cooperate with the Second Lien Documents are not Security DocumentsCollateral Agent, then First Lien Agent or the Second Lien AgentSecured Party holding a plurality of the Second Lien Obligations and its legal counsel in connection with them conducting customary title diligence on the Oil and Gas Properties of the Borrower and its Subsidiaries and (ii) shall share, as and instruct its legal counsel to share, on a non-reliance basis and without any representation or warranty, its one-line summary spreadsheet showing (A) the case may beOil and Gas Properties that have been mortgaged, shall notify (B) the other Oil and Gas Properties for which the status of such documentation title has been confirmed by them and provide a copy thereof(C) its summary calculations of the percentage of the total present value of the Grantors’ proved Oil and Gas Properties that have been mortgaged and for which the status of title has been confirmed.
Appears in 1 contract
Samples: Intercreditor Agreement (Silverbow Resources, Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien AgentTrustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral Documents and the Second Lien Collateral Documents and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and the second lien nature thereof and subject to document standard language with respect to the duties and liabilities of the Second Lien nature of the obligations Trustee acting in its capacity as “Trustee” and “Collateral thereunderAgent” as required by Second Lien Trustee ; and
(c) that in after the event either Discharge of the First Lien Priority Obligations, First Lien Agent shall obtain or record any will provide written notice thereof to each Cash Management Bank (as such term is defined in the First Lien Documents in favor Credit Agreement). The foregoing to the contrary notwithstanding, it is understood by each of First Lien Agent granting Liens on Collateral the parties that to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then the extent that First Lien Agent or Second Lien AgentTrustee obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the First Lien Loan Documents or Second Lien Documents, as the case may beapplicable, shall notify as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Loan Obligations and the Second Lien Loan Obligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such documentation Liens also will not be substantively similar, and provide a copy thereofany such difference in the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Second Lien Collateral and the Second Lien Collateral Security Documents shall not be identical. To more expansive than, and shall be, except to the extent thatprovided herein, notwithstanding this Section 2.07identical to, the First Lien Collateral and the corresponding First Lien Security Documents; provided, that with respect to any Second Lien Collateral are not identicalObligations, the Second Lien Agent, Collateral shall not include a Lien on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second First Lien Collateral that is not specifically excluded from the Second Lien Security Documents with respect to such Second Lien Obligations (including, for example and without limitation, securities of Subsidiaries included in the First Lien CollateralCollateral to the extent a Lien in favor of the Second Lien Collateral Agent thereon would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, shall be subject to Section 4.03as amended). In furtherance of the foregoingforegoing and of Section 8.9 hereof, the parties hereto agreeSecond Lien Collateral Agent (on behalf of itself and the other Second Lien Claimholders) agrees, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their its counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(bii) that any Subsidiary of the documents Parent that is a Guarantor under the Guaranty (each as defined in the Credit Agreement) and agreements creating or evidencing the has executed and delivered a First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and Security Document shall also be a guarantor of the Second Lien Obligations and shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien execute and deliver a Comparable Second Lien nature Security Document, and each Subsidiary of the obligations Parent that is a guarantor of the Second Lien Obligations and Collateral thereunder; and
has executed and delivered a Comparable Second Lien Security Document shall also be a Guarantor under the Guaranty (c) that each as defined in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofCredit Agreement).
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien ABL Collateral and the Second Fixed Asset Collateral be identical except as provided in this Section 2.4, in Article VI and as otherwise expressly provided herein.
(a) The parties hereto acknowledge that as of the date of this Agreement, it is contemplated that no Lien shall exist in favor of the Collateral Trustee or any other Fixed Asset Claimholders on any ABL Collateral owned by Thermadyne Holdings, Inc.
(b) The parties hereto acknowledge that as of the date of this Agreement, the Fixed Asset Pledged Collateral constitutes Prior Lien Collateral be identicalwith regard to the Fixed Asset Claimholders. To In the extent event that, notwithstanding this Section 2.07pursuant to the Senior Secured Notes Indenture (or any similar provision of any other Fixed Asset Document providing for the automatic release of Liens solely for the purpose of maintaining compliance with Rule 3-16 of Regulation S-X under the Securities Act without filing with the SEC separate financial statements of any issuer of such Fixed Asset Pledged Collateral that are not otherwise required to be filed) a release of the Collateral Trustee’s Lien on any Fixed Asset Pledged Collateral shall be required, the First ABL Agent may maintain its Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien such Fixed Asset Pledged Collateral, shall be subject to the provisions of Section 4.03. 3.2(e) hereof, but in no event shall such Fixed Asset Pledged Collateral constitute “ABL Priority Collateral” hereunder.
(c) In furtherance of the foregoingforegoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) , upon reasonable request by the First Lien ABL Agent or the Second Lien AgentCollateral Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien ABL Collateral and the Second Lien Fixed Asset Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien ABL Loan Documents and the Second Lien Fixed Asset Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Thermadyne Australia Pty Ltd.)
Similar Liens and Agreements. The parties hereto (including the Borrower, on behalf of itself and the other Grantors) agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Sections 2.01(c), 2.01(d), 2.04(a) and clause (ii) of the first sentence of Section 4.034.04. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable Upon request by the any First Lien Agent Representative or the any Second Lien AgentRepresentative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Note Documents;
(b) that the The documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Collateral, subject to Section 9.03, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature of the obligations and Secured Obligations thereunder;
(c) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be a difference in Collateral thereunderamong any series, issue or class of First Lien Secured Obligations or Second Lien Secured Obligations; and
(cd) that Notwithstanding anything in the event either this Agreement or any other First Lien Agent shall obtain Loan Documents or record any First Second Lien Note Documents in favor to the contrary, collateral consisting of First Lien Agent granting Liens on Collateral segregated cash and Cash Equivalents specifically pledged to secure First Lien ObligationsCredit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.03(g), 2.05(b)(iv) or 8.02(iii) of the First Lien Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge shall be applied as specified in the applicable First Lien Loan Document pursuant to which such Secured Obligations are issued and secured and will not constitute Collateral hereunder. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts against any cash or Cash Equivalents (or letter of credit support) that does not constitute Collateral hereunder and that was specifically pledged to such Secured Party as provided in this Section 2.01(d) (including amounts delivered as margin or cash collateral) to satisfy such Secured Obligations to the extent permitted under the applicable First Lien Loan Document, or Second Lien Agent shall obtain exercise its rights and remedies with respect to any such Cash Collateral pledged for its sole benefit or record as a beneficiary under and pursuant to any Second Lien Documents other credit support issued solely in favor its favor, each of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and which will be governed by the terms of such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofLoan Document.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Global Eagle Entertainment Inc.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and Collateral, the Second Lien Collateral, and any Permitted Third Lien Collateral be identical. To the extent that, notwithstanding this Section 2.072.4, the First Lien Collateral Collateral, Second Lien Collateral, and Second the Permitted Third Lien Collateral are not identical, (w) each Permitted Third Lien Representative, on behalf of the Permitted Third Lien Secured Parties it represents, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Permitted Third Lien Collateral that is not First Lien Collateral and/or Second Lien Collateral, shall be subject to Section 4.2 and Section 4.3, (x) the Second Lien Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.034.2 and Section 4.3, (y) the Second Lien Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Collateral that is not Permitted Third Lien Collateral, shall, to the extent such amounts are in excess of the amount necessary to result in the Discharge of Second Lien Priority Obligations, be subject to Section 4.2, and (z) each First Lien Agent, on behalf of the First Lien Secured Parties it represents, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on First Lien Collateral that is not Second Lien Collateral (other than with respect to any collateral securing RBL DIP Financing provided pursuant to Section 6.1(a)), shall, to the extent such amounts are in excess of the amount necessary to result in the Discharge of First Lien Priority Obligations, be subject to Section 4.2. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the any First Lien Agent or Agent, the Second Lien Agent, to or any Permitted Third Lien Representative, the parties will cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and Collateral, the Second Lien Collateral Collateral, and any Permitted Third Lien Collateral, the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and Documents, the Second Lien Documents;, and the Permitted Third Lien Documents; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and Collateral, the Second Lien Collateral, and any Permitted Third Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the identity of the Persons that are parties thereto or secured thereby and other matters contemplated by this Agreement (and for the avoidance of doubt, initially such documents and agreements creating or evidencing the Second Lien Collateral and/or any Permitted Third Lien Collateral shall be based upon the same forms of documents and agreements creating or evidencing First Lien and Second Lien nature Collateral in effect as of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofdate hereof).
Appears in 1 contract
Similar Liens and Agreements. The Except as provided in Section 2.3, except to the extent any asset constitutes an Excluded Asset, the parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.11, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the any First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, subject to Section 2.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than (i) with respect to the First Lien and Second Lien priority nature of the obligations Liens created thereunder in such Collateral, (ii) such other modifications to such Second Lien Security Documents which are less restrictive than the corresponding First Lien Security Documents, and (iii) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Representative and/or the Second Lien Collateral thereunder; Agent, and
(c) that at no time shall there be (i) any Grantor that is an obligor in respect of the event either Second Lien Obligations that is not also an obligor in respect of the First Lien Agent shall obtain Obligations or record (ii) any Grantor that is an obligor in respect of the First Lien Documents Obligations that is not also an obligor in favor respect of First Lien Agent granting Liens on Collateral to secure First the Second Lien Obligations. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that (y) any Collateral constitutes an Excluded Asset, or Second (z) any Lien Agent shall obtain or record on any Second Lien Documents in favor Collateral is released pursuant to the terms of the Second Lien Agent granting Liens on Documents, the Collateral to secure securing the First Lien Obligations and the Second Lien ObligationsObligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that (x) none of the First Second-Lien Collateral be more expansive in any respect than the First-Lien Collateral and (y) none of the Second Third-Lien Collateral be identical. To more expansive in any respect than the extent that, notwithstanding this Section 2.07, Second-Lien Collateral or the First First-Lien Collateral and Second that the Third-Lien Collateral not include any First-Lien Collateral or Second-Lien Collateral granted by any Grantor other than the Borrower (except that if the foregoing provisions are not identicalcomplied with, for any reason, without limiting any other rights and remedies available to the Second First-Lien Collateral Agent and/or the other First-Lien Creditors and the Second-Lien Collateral Agent on behalf of itself and the other Second-Lien Creditors, each Third-Lien Creditor (by its acceptance of the benefits of the respective Security Documents), agrees that the provisions of Section 2.6 shall apply). In furtherance of the foregoing and of Section 8.9, each Collateral Agent, on behalf of Second Lien Secured Partiesitself and the Creditors for which it is Collateral Agent, agrees that any amounts received and each other Creditor (by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance its acceptance of the foregoingbenefits of the respective Security Documents), the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First First-Lien Collateral, the Second-Lien Collateral and the Second Third-Lien Collateral and the steps taken to perfect their respective the Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien respective Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and
(cii) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second guarantees for the First-Lien Obligations, and such First the Second-Lien Documents or Second Lien Documents are not Security DocumentsObligations entered into by any Subsidiary of the Borrower after the date of this Agreement shall be in substantially the same form (with any necessary reference changes, then First Lien Agent or Second Lien Agent, etc.) as the case may be, shall notify respective guarantees provided for the other respective such Obligations by Subsidiary Guarantors on or prior to the date of such documentation and provide a copy thereofthis Agreement.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral securing the ABL Obligations and the Second Lien Collateral Term Loan Obligations be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, all Obligors shall be subject party to Section 4.03the ABL Loan Documents and the Term Loan Documents. In furtherance of the foregoingforegoing and of Section 9.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien ABL Agent or the Second Lien Term Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faithcooperate) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien ABL Loan Documents and the Second Lien Term Loan Documents;; and
(b) upon request by Term Agent after the Discharge of the ABL Priority Obligations, unless contrary to law, ABL Agent will provide written notice thereof to each depository institution which maintains a Deposit Account or Security Account of any Obligor and which is subject to a control agreement and other party in possession or control of the Collateral with which ABL Agent has entered into a control agreement which has not been terminated (including, without limitation, landlords, warehousemen and other bailees) that the documents and agreements creating or evidencing the First Lien such Collateral and the Second Lien Collateral and guarantees is to be held for the First benefit of, and disposed of in accordance with the directions from, the Term Agent. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that ABL Agent or Term Agent obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the ABL Loan Documents or Term Loan Documents, as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the ABL Obligations and the Second Lien Term Loan Obligations shall will not be Security Documents identical, and the provisions of the documents, agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the scope or otherwise in all material respects the same forms extent of documents other than perfection with respect to the First Lien and Second Lien nature of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Secured Parties provided that this provision will not be violated with respect to any particular Series of First Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, Obligations if the First Lien Collateral and Second Documents in respect thereof prohibit the applicable collateral agent from accepting a Lien Collateral are not identical, the Second on such asset or property or such collateral agent otherwise expressly declines to accept a Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by such asset or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03property. In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable written request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time (at the sole cost and expense, including legal costs and expenses, of the Grantors) in order to determine the specific items included in the First Lien Collateral and the Second Lien Common Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Common Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.2, be Security Documents or otherwise in all material respects the same forms of documents other than with respect as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations.
(b) Notwithstanding anything in this Agreement to the First Lien contrary, cash and Second Lien nature cash equivalents may be pledged to secure reimbursement obligations in respect of the obligations and Collateral thereunder; and
(c) that in the event either First Lien Agent shall obtain letters of credit, bank guarantees or record any First Lien Documents in favor similar instruments issued pursuant to a particular Series of First Lien Agent Obligations without granting Liens on Collateral a Lien thereon to secure any other Series of First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor as applicable, pursuant to which such letters of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, credit were issued and such First Lien Documents or Second Lien Documents are will not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofconstitute Common Collateral.
Appears in 1 contract
Samples: First Lien Pari Passu Intercreditor Agreement (Ritchie Bros Auctioneers Inc)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To identical (except that the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral shall not include the Equity Interests of any Subsidiary of the Company to the extent that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of such Subsidiary, which financial statements are not identical, then otherwise required to be filed with the Second Lien Agent, on behalf SEC but only to the extent such separate financial statements of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is such Restricted Subsidiary have not First Lien Collateral, shall be subject to Section 4.03been so filed with the SEC). In furtherance of the foregoingforegoing and of Section 8.9 hereof, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents;; and
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects respects, subject to certain exceptions, the same forms of documents other than with respect to (i) the First Lien first lien and Second Lien the second lien nature of the obligations thereunder and (ii) the delivery of the Collateral, the security interest in which may be perfected by possession or control by a single person of such Collateral thereunder; and
(c) that in prior to the event either First Lien Agent shall obtain or record any First Lien Documents in favor Discharge of First Lien Agent granting Liens on Collateral Obligations. Notwithstanding the foregoing, (x) to secure the extent a second lien pledge of the Equity Interests of any Foreign Subsidiary is prohibited or otherwise unenforceable under local law of any jurisdiction outside the United States, the First Lien Obligations, or Second Lien Agent shall obtain or record any Loan Documents may include a pledge of such Equity Interests and the Second Lien Documents in favor may not include a pledge of such Equity Interests and, except to the extent held as a bailee or custodian or agent by the First Lien Collateral Agent on behalf of the Second Lien Agent granting Liens on Collateral to secure Agent, the Collateral securing the Second Lien ObligationsObligations shall not include the Equity Interests of such Foreign Subsidiary and (y) it is understood by each of the parties hereto that, and such to the extent that after the date of the Indenture the First Lien Collateral Agent or the Second Lien Collateral Agent obtains a Lien on an asset (of a type that is not included in the types of assets included in the Collateral or is excluded from the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or Lien separate from the First Lien Loan Documents or the Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agentas applicable, as the case may be, shall notify in effect immediately prior to obtaining such Lien on such asset) which the other party hereto elects in writing not to obtain after receiving prior written notice thereof, the resulting difference in the scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom is expressly permitted hereunder.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the Second Lien AgentTrustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral Documents and the Second Lien Collateral Documents and guarantees for the First Lien Obligations and the Second Lien Obligations Obligations, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and the second lien nature thereof and subject to document standard language with respect to the duties and liabilities of the Second Lien nature of the obligations Trustee acting in its capacity as “Trustee” and “Collateral thereunderAgent” as required by Second Lien Trustee; and
(c) that in after the event either Discharge of the First Lien Priority Obligations, First Lien Agent shall obtain or record any will provide written notice thereof to each financial institution party to a Control Agreement (as defined in the First Lien Documents Security Agreement) in favor of the First Lien Agent granting Liens on Collateral Agent. The foregoing to secure First Lien Obligationsthe contrary notwithstanding, or Second Lien Agent shall obtain or record any Second Lien Documents in favor it is understood by each of Second Lien Agent granting Liens on Collateral the parties that to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then the extent that First Lien Agent or Second Lien AgentTrustee obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or which would not constitute Collateral without a grant of a security interest or lien separate from the First Lien Loan Documents or Second Lien Documents, as the case may beapplicable, shall notify as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Obligations and the Second Lien Obligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such documentation Liens also will not be substantively similar, and provide a copy thereofany such difference in the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (Saratoga Resources Inc /Tx)
Similar Liens and Agreements. The parties hereto (including the Borrower, on behalf of itself and the other Grantors) agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To , subject to Sections 2.01(c), 2.01(d), 2.06(a) and clause (ii) of the extent that, notwithstanding this first sentence of Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable Upon request by the any First Lien Agent Representative or the any Second Lien AgentRepresentative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Loan Documents;
(b) that the The documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Collateral, subject to Section 8.03, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature of the obligations and Secured Obligations thereunder;
(c) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be a difference in Collateral thereunderamong any series, issue or class of First Lien Secured Obligations or Second Lien Secured Obligations; and
(cd) that Notwithstanding anything in the event either this Agreement or any other First Lien Agent shall obtain Loan Documents or record any First Second Lien Loan Documents in favor to the contrary, collateral consisting of First Lien Agent granting Liens on Collateral segregated cash and Cash Equivalents specifically pledged to secure First Lien ObligationsCredit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.03(g), 2.05(b)(iv) or 8.02 of the First Lien Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) specifically pledged to any Second Lien Secured Party or a group of Second Lien Secured Parties to secure only the Second Lien Secured Obligations owing to such Second Lien Secured Parties (any such cash and Cash Equivalents, the “Excluded Cash Collateral”) shall be applied as specified in the applicable First Lien Loan Document or Second Lien Agent Loan Document pursuant to which such Secured Obligations are issued and secured and will not constitute Collateral hereunder; provided, however, that if any Grantor shall obtain fail to pay any of such Secured Obligations owing under such First Lien Loan Document or record any Second Lien Documents Loan Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of Excluded Cash Collateral (or any letter of credit or other credit support issued or pledged in favor of such Secured Party to support such Secured Obligations); provided further that this Section 2.01(d) shall not override any restrictions on the incurrence of liens, or expand any definition of “Excluded Assets” or a similar defined term contained in any First Lien Loan Document or Second Lien Agent granting Liens on Loan Document. If, following the application of any such Excluded Cash Collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Collateral proceeds as otherwise contemplated by this Agreement. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts (including amounts delivered as margin or cash collateral) to satisfy such Secured Obligations secured by Excluded Cash Collateral to secure the extent permitted under the applicable First Lien Loan Document or Second Lien ObligationsLoan Document, or exercise its rights and remedies with respect to any Excluded Cash Collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other credit support issued solely in its favor, each of which will be governed by the terms of such First Lien Documents Loan Document or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentLoan Document, as the case may be, shall notify the other of such documentation and provide a copy thereofapplicable.
Appears in 1 contract
Samples: Intercreditor Agreement (Global Eagle Entertainment Inc.)
Similar Liens and Agreements. The Subject to Section 3.03, the parties hereto acknowledge and agree that it is their intention (i) that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identicalbe identical at all times, (ii) that the First Lien Collateral, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Collateral and the Third Lien Collateral be identical at all times prior to the Cross-Collateral Release Date, (iii) that is not the First Lien Collateral, the Second Lien Collateral and the Parent Third Lien Collateral be identical at all times on and after the Cross-Collateral Release Date, except that on and after the Cross-Collateral Release Date, the Parent Third Lien Collateral shall not include the Spinco Assets, and (iv) that the First Lien Collateral, the Second Lien Collateral and the Spinco Third Lien Collateral be subject to Section 4.03identical at all times on and after the Cross-Collateral Release Date, except that on and after the Cross-Collateral Release Date, the Spinco Third Lien Collateral shall not include the First Lien Collateral (other than the Spinco Assets), the Second Lien Collateral (other than the Spinco Assets), or the Parent Third Lien Collateral. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) to cooperate in good faith in order to determine, upon any reasonable request by the First Lien Collateral Agent, the Second Lien Collateral Agent or the Second Third Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items assets included in the First Lien Collateral and Collateral, the Second Lien Collateral and the Third Lien Collateral, the steps taken to perfect their respective the First Priority Liens, the Second Priority Liens and the Third Priority Liens thereon and the identity of the respective parties obligated under the First Lien Note Documents, the Second Lien Note Documents and the Second Third Lien Note Documents;; and
(b) that (i) the documents documents, agreements and agreements instruments creating or evidencing the First Lien Collateral and the First Priority Liens shall be in all material respects in the same form as the documents, agreements and instruments creating or evidencing the Second Lien Collateral and guarantees for the First Second Priority Liens and (ii) the documents, agreements and instruments creating or evidencing the Second Lien Obligations Collateral and the Second Lien Obligations Priority Liens shall be Security Documents or otherwise in all material respects in the same forms of documents form as the documents, agreements and instruments creating or evidencing the Third Lien Collateral and the Third Priority Liens, in each case, other than with respect to the First Lien first priority, second priority and Second Lien third priority nature of the Liens created or evidenced thereunder, the obligations secured thereby, the identity of the Secured Parties that are parties thereto or secured thereby and other matters contemplated by this Agreement, provided that on and after the Cross-Collateral thereunder; and
(c) that in Release Date, the event either Spinco Third Lien Collateral shall not include the First Lien Agent shall obtain Collateral or record any First the Second Lien Documents Collateral, in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligationseach case other than the Spinco Assets, or Second the Parent Third Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien ObligationsCollateral, and such First the Parent Third Lien Documents or Second Lien Documents are Collateral shall not Security Documents, then First Lien Agent or Second Lien Agent, as include the case may be, shall notify the other of such documentation and provide a copy thereofSpinco Assets.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, except that the First Lien Collateral will include the assets described in items (4) and (6) of the definition of “Excluded Collateral” set forth in the Existing Second Lien Indenture, and the Second Lien Collateral may not include such assets (the “Excluded Assets”). So long as the First Lien Discharge Date has not occurred, the parties hereto agree that (x) no Loan Party shall grant or permit, and no Second Lien Creditor shall acquire or hold, any Lien on any assets of any Loan Party securing any Second Lien Obligation which assets are not identicalalso subject to a Lien granted pursuant to the First Lien Documents in favor of the First Lien Agent for the benefit of the First Lien Creditors securing the First Lien Obligations and (y) no Loan Party shall grant or permit, and no First Lien Creditor shall acquire or hold, any Lien on any assets of any Loan Party (other than Excluded Assets) securing any First Lien Obligation which assets are not also subject to a Lien granted pursuant to the Second Lien Agent, on behalf Documents in favor of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any Trustee for the benefit of them pursuant to or as a result of Liens on the Second Lien Collateral that is not First Creditors securing the Second Lien Collateral, shall be subject to Section 4.03Obligations. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by either the First Lien Agent or the Second Lien AgentTrustee, as applicable, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents documents, subject to document standard language with respect to the duties and liabilities of the Second Lien Trustee acting in its capacity as “Trustee” and “Collateral Agent” as required by Second Lien Trustee, and other than with respect to the First Lien senior and Second Lien subordinate nature of the obligations and Collateral thereunder; and
(c) that in the event either (x) the First Lien Agent shall obtain or record any First Lien Documents in favor of the First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or then First Lien Agent shall notify the Second Lien Agent Trustee of such documentation and provide a copy thereof or (y) the Second Lien Trustee shall obtain or record any Second Lien Documents in favor of the Second Lien Agent Trustee granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or then Second Lien Documents are not Security Documents, then Trustee shall notify the First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Black Elk Energy Finance Corp.)
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Revolving Credit Collateral, the 2016 Secured Notes Collateral, the Senior Priority Fixed Asset Collateral and the Second Lien Junior Priority Collateral be identical. To .; provided that this provision will not be violated with respect to any Revolving Credit Obligations if for any reason the extent thatRevolving Credit Collateral Agent expressly declines to accept a Mortgage, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agentor releases a Mortgage, on behalf of Second Lien Secured Partiesthe Mortgaged Property owned by Envelope Product Group, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien CollateralLLC and located at Xxxxx 000, shall be subject to Section 4.03Xxxxxxxxxxxx, XX 00000. In furtherance of the foregoingforegoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:
: (a) upon reasonable a)upon request by the First Lien Revolving Credit Collateral Agent, theany Senior Priority Fixed Asset Collateral Agent or the Second Lien Junior Priority Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Revolving Credit Collateral, the 2016 Secured Notes Collateral, the Senior Priority Fixed Asset Collateral and the Second Lien Junior Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents Revolving Credit Documents, the 2016 Secured Notes Documents, the Senior Priority Fixed Asset Documents, and the Second Lien Junior Priority Documents;
; and (b) that b)that the documents and agreements creating or evidencing Revolving Credit Collateral Documents, taken as a whole, the First Lien 2016 Secured Notes Collateral Documents, taken as a whole, the Senior Priority Fixed Asset Collateral Documents, taken as a whole and the Second Lien Junior Priority Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Documents, taken as a whole, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to differences to reflect the First Lien and Second Lien nature of the obligations financial arrangements and Collateral the relative lien priorities securing the Obligations thereunder; and
(c) that in the event either First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof. SECTION 3.
Appears in 1 contract
Samples: Intercreditor Agreement
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the Second Lien Additional Pari Passu Collateral be identical. To identical (other than (i) cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them Revolving Credit Agreement) pursuant to or as a result the terms of Liens on Second Lien Collateral the Revolving Credit Agreement and (ii) in the case of Additional Pari Passu Obligations, property that is not First Lien Collateral, shall Common Collateral or is not of the type of property that is meant to be subject to Section 4.03security for such Additional Pari Passu Obligations). In furtherance of the foregoingforegoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement:Agreement (including Section 5.3):
(a) upon reasonable request by the First Lien Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent or the Second Lien Agentany Additional Pari Passu Debt Representative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the Second Lien applicable Additional Pari Passu Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the Second Lien Additional Pari Passu Credit Documents;; and
(b) that the documents and agreements creating or evidencing Revolving Credit Facility Grantor Security Documents, the First Lien Collateral Term Loan Security Documents and the Second Lien Collateral Additional Pari Passu Security Documents and guarantees delivered by Grantors for the First Lien Revolving Credit Obligations, the Term Loan Obligations and, to the extent applicable and the Second Lien Obligations practicable, Additional Pari Passu Obligations, subject to Section 5.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to differences to reflect the First Lien and Second Lien nature of the obligations lending arrangements and the respective Obligations secured thereunder and, to the extent relevant, the priority of the Liens granted thereunder with respect to the Fixed Asset Collateral thereunder; and the Current Asset Collateral (and
(c) that , in the event either First Lien Agent shall obtain or record any First Lien Documents in favor case of First Lien Agent granting Liens on Collateral to secure First Lien Additional Pari Passu Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor differences reflecting that such Obligations may be secured by only a subset of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofCollateral).
Appears in 1 contract
Similar Liens and Agreements. The Except as provided in Section 2.5 and except to the extent an asset constitutes an Excluded Asset, the parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations shall be Security Documents or otherwise in all material respects the same forms of documents other than (i) with respect to the First Lien senior and Second Lien subordinate nature of the obligations security interests in the Collateral securing the respective Obligations thereunder and (ii) provisions in the Second Lien Collateral thereunderDocuments which are solely applicable to the rights and duties of the Second Lien Collateral Agent; and
(c) that at no time shall there be (i) any Grantor that is an obligor in respect of the event either Second Lien Obligations that is not also an obligor in respect of the First Lien Agent shall obtain Obligations or record (ii) except as otherwise permitted by the Second Lien Indenture, any Grantor that is an obligor in respect of the First Lien Documents Obligations that is not also an obligor in favor respect of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure the Second Lien Obligations. The foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that any Collateral constitutes an Excluded Asset, the Collateral securing the First Lien Obligations and the Second Lien Obligations will not be identical, and the provisions of the documents, agreements and instruments evidencing such First Lien Documents Liens also will not be substantively similar, and any such difference in the scope or Second Lien Documents extent of perfection with respect to the Collateral resulting therefrom are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofhereby expressly permitted by this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (AMERICAN EAGLE ENERGY Corp)
Similar Liens and Agreements. (a) The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoingforegoing and of Section 9.8, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Collateral Documents and Second Lien Collateral Documents and guarantees from Borrower’s Subsidiaries for the First Lien Debt and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations Debt, shall be Security Documents or otherwise be, in all material respects respects, the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature thereof;
(b) The foregoing to the contrary notwithstanding, each of the obligations and Collateral thereunder; and
(c) parties agrees that in to the event either extent that First Lien Agent shall obtain or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof or record any Second Lien Documents in favor which would not constitute Collateral without a grant of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such a security interest or lien separate from the First Lien Documents or Second Lien Documents are not Security Documents, then as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects not to obtain after receiving prior written notice thereof in accordance with the provisions of Section 2.3, the Collateral securing the First Lien Agent or Debt and the Second Lien AgentDebt will not be identical, as and the case may beprovisions of the documents, shall notify agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the other scope or extent of such documentation and provide a copy thereofperfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement but otherwise subject to the provisions of Section 2.3.
Appears in 1 contract
Samples: Intercreditor Agreement (Nuverra Environmental Solutions, Inc.)
Similar Liens and Agreements. The parties hereto agree that that, except as set forth in Section 2.4(b), it is their intention that the First Lien Collateral securing the Revolving Credit Secured Obligations and the Second Lien Collateral securing the Pari Passu Secured Obligations be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(a) a. upon reasonable request by the First Lien any Revolving Credit Agent or the Second Lien Agentany Pari Passu Representative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Revolving Credit Loan Documents and the Second Lien Pari Passu Loan Documents;; and
(b) b. that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Revolving Credit Secured Obligations and the Second Lien Pari Passu Secured Obligations shall (subject to any deviations therefrom as may be Security Documents approved by both the Revolving Credit Agents and the Pari Passu Representatives such approval not to be unreasonably withheld or otherwise delayed) be in all material respects substantially the same forms of documents and agreements other than with respect to the First Lien and Second Lien nature of the obligations Obligations secured thereunder and, to the extent relevant, the priority of the Liens granted thereunder except (i) to the extent that the creditors who have the direct benefit of such agreements or documents agree that such documents and agreements may grant Liens in less than all the Collateral thereunder; and
and/or are less restrictive on the Grantors (cor provide fewer rights or remedies to the secured party) than the forms of documents and agreements on the date hereof (and the satisfaction of such requirement will be conclusively established if the Borrower delivers to the Pari Passu 844805.3D-Chicago Server 2A - MSW Representatives and the Revolving Credit Agents an officers’ certificate certifying that the Borrower has determined in good faith that such Pari Passu Security Documents satisfy the foregoing requirements unless any Pari Passu Representative or any Revolving Credit Agent notifies the Borrower within five Business Days that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), (ii) the representations and covenants relating to Revolving Credit Priority Collateral contained in the event either First Lien Agent shall obtain or record any First Lien Revolving Credit Loan Documents may be more restrictive that those contained in favor of First Lien Agent granting Liens on Collateral the Pari Passu Loan Documents and (iii) the representations and covenants relating to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Pari Passu Secured Obligations contained in the Pari Passu Loan Documents may be more restrictive that those contained in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security the Revolving Credit Loan Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereof.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To the extent that, notwithstanding this Section 2.07, the First Lien Collateral and Second Lien Collateral are not identicalObligations Collateral, the Second Lien AgentObligations Collateral and the Third Lien Obligations Collateral be identical, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.032.06(a) and Section 2.10. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Collateral Agent, the Second Lien Collateral Agent or the Second Third Lien Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Obligations Collateral, the Second Lien Obligations Collateral and the Second Third Lien Obligations Collateral and the steps to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Documents, the Second Lien Credit Documents and the Second Third Lien Credit Documents;
(bii) that the documents and documents, agreements or instruments creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and Collateral, the Second Lien Obligations Collateral and the Third Lien Obligations Collateral, subject to Section 8.04, shall be Security Documents or otherwise in all material respects the same forms of documents documents, agreements or instruments, other than (i) with respect to the First Lien first lien, the second lien and Second Lien third lien nature of the obligations thereunder, (ii) the identity of the secured parties that are parties thereto or are secured thereby, (iii) with respect to the delivery of Collateral, the security interest in which may be perfected by possession or control of such Collateral and (iv) other matters contemplated by this Agreement;
(iii) at any time prior to the First Lien Obligations Payment Date, to the extent that the First Lien Collateral thereunderAgent determines that any property or assets shall not become part of or shall be excluded or released from the Collateral (other than in connection with a Refinancing or discharge of the First Lien Obligations (other than contingent indemnification obligations related to any which claim that has not been asserted or is the subject of an investigation) in full), each of the Second Lien Collateral Agent and the Third Lien Collateral Agent shall automatically be deemed to accept such determination and shall execute any documentation, if applicable, requested by the Borrower or the First Lien Collateral Agent in connection therewith; and
(civ) that in at any time after the event either First Lien Obligations Payment Date and prior to the Second Lien Obligations Payment Date, to the extent that the Second Lien Collateral Agent determines that any property or assets shall not become part of or shall be excluded or released from the Collateral (other than in connection with a Refinancing or discharge of the Second Lien Obligations (other than contingent indemnification obligations related to any which claim that has not been asserted or is the subject of an investigation) in full), the Third Lien Collateral Agent shall obtain automatically be deemed to accept such determination and shall execute any documentation, if applicable, requested by the Borrower or record any First Lien Documents in favor of First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or the Second Lien Collateral Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofconnection therewith.
Appears in 1 contract
Similar Liens and Agreements. The (a) Subject to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical for all First Lien Collateral and the Second Lien Collateral Claimholders; provided, that this provision will not be identical. To the extent that, notwithstanding this Section 2.07, violated with respect to any particular Series if the First Lien Document for such Series prohibits the Collateral and Second Agent for that Series from accepting a Lien on such asset or property or such Collateral are not identicalAgent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03“Declined Lien”). In furtherance of of, but subject to, the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:
(ai) upon reasonable request by the First Lien Agent or the Second Lien any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Shared Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Credit Agreement Documents and the Second Other First Lien Documents;; and
(bii) that the documents and agreements creating or evidencing the First Lien Liens on Shared Collateral securing the Credit Agreement Obligations and the Second Lien Collateral and guarantees for the Other First Lien Obligations shall, subject to the terms and the Second Lien Obligations shall conditions of Section 5.02, be Security Documents or otherwise in all material respects the same forms of documents other than with respect to as one another, except that the documents and agreements creating or evidencing the Liens securing the Other First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements among the various separate classes of creditors holding Other First Lien Obligations and Second Lien nature of the obligations and Collateral thereunder; andto address any Declined Lien.
(cb) that Notwithstanding anything in the event either First Lien Agent shall obtain this Agreement or record any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure reimbursement obligations in favor respect of letters of credit shall solely secure and shall be applied as specified in the Credit Agreement or Other First Lien Agent granting Liens on Collateral to secure First Lien Obligations, or Second Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Second Lien Obligations, and such First Lien Documents or Second Lien Documents are not Security Documents, then First Lien Agent or Second Lien AgentAgreement, as the case may beapplicable, shall notify the other pursuant to which such letters of such documentation credit were issued and provide a copy thereofwill not constitute Shared Collateral.
Appears in 1 contract
Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. To ; provided that the extent that, notwithstanding this Section 2.07, Liens securing the First Lien Collateral and CIT Leasing Support Obligations shall be limited to the Second Lien Collateral are not identical, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received owned by or distributed to any of them pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.03CIT Leasing. In furtherance of the foregoingforegoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:
(a) upon reasonable request by the First Lien Agent or the any Second Lien Agent, reasonably to cooperate in good faith (and reasonably to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents and the Second Lien Documents;
(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees guaranties for the First Lien Obligations and the Second Lien Obligations Obligations, subject to Section 5.3, shall be Security Documents or otherwise in all material respects the same forms of documents other than with respect to the First Lien first lien and Second Lien the second lien nature of the obligations and Collateral Obligations thereunder; and
(c) that in addition, to the event either extent any guaranty is entered into by any Obligor in respect of the Second Lien Obligations (whether or not the First Lien Agent shall obtain or record any First Lien Documents Claimholders have consented thereto), a guaranty by such Person shall be entered into in favor respect of First Lien Agent granting Liens on Collateral to secure the First Lien Obligations, or Second and for all purposes hereunder such Person shall be deemed a guarantor of the First Lien Agent shall obtain or record any Second Lien Documents in favor of Second Lien Agent granting Liens on Collateral to secure Obligations and the Second Lien Obligations. Furthermore, and such to the extent any guaranty is entered into by any Obligor in respect of the First Lien Documents Obligations (whether or not the Second Lien Documents are not Security DocumentsAgents or the Second Lien Claimholders have consented thereto), then a guaranty by such Person shall be entered into in respect of the Second Lien Obligations (other than the CIT Leasing Support Obligations) and, for all purposes hereunder, such Person shall be deemed a guarantor of the Second Lien Obligations (other than the CIT Leasing Support Obligations) and the First Lien Agent or Second Lien Agent, as the case may be, shall notify the other of such documentation and provide a copy thereofObligations.
Appears in 1 contract
Samples: Senior Intercreditor and Subordination Agreement (Cit Group Inc)
