SUBJECT TO THE INTERCREDITOR AGREEMENT. This Guaranty Agreement is subject to the terms of the Intercreditor Agreement which (a) subjects the ability of the Lender Group to pursue remedies hereunder to the prior consent of the U.S. Lenders and (b) sets forth a priority for the application of proceeds upon any disposition of amounts received hereunder.
SUBJECT TO THE INTERCREDITOR AGREEMENT. This Guaranty Agreement is subject to the terms of the Intercreditor Agreement which (a) subjects the ability of the Lender Group to pursue remedies hereunder to the prior consent of the Canadian Lenders and (b) sets forth a priority for the application of proceeds upon any disposition of amounts received hereunder. By execution and delivery of this Guaranty Agreement, the Guarantor hereby acknowledges the terms of the Intercreditor Agreement, agrees to be bound by the terms thereof and becomes a party to the Intercreditor Agreement as fully as if the Guarantor had executed a signature page to the Intercreditor Agreement (whether or not such additional signature page is ever executed and delivered).
SUBJECT TO THE INTERCREDITOR AGREEMENT. This Indenture is entered into with the benefit of and subject to the terms of the Intercreditor Agreement and any Additional Intercreditor Agreement. Notwithstanding anything else contained herein or the Intercreditor Agreement, the rights, duties, protections, indemnities, immunities and obligations of the Trustee shall be governed by this Indenture.
SUBJECT TO THE INTERCREDITOR AGREEMENT. (a) Subject to this Article 10, and also the terms and conditions set forth in the applicable Collateral Agreements, Collateral shall be released from the Lien and security interest created by the Collateral Agreements (i) upon the sale or other disposition thereof to the extent consummated pursuant to and in compliance with the requirements of Section 4.10 or one of the exceptions to the definition of the term "Asset Sale" set forth in such definition, (ii) in the case of Collateral constituting cash or Cash Equivalents, upon the investment thereof pursuant to and in compliance with the other terms of this Indenture, (iii) with respect to Net Proceeds, upon reinvestment thereof or use thereof to repay Indebtedness or make an Asset Sale Offer, in each case pursuant to and in compliance with Section 4.10 and any relevant Collateral Agreements, and (iv) as otherwise permitted under this Indenture and the Collateral Agreements. Except as required by law, any release pursuant to the preceding sentence shall not require delivery of any certificates pursuant to Section 10.04 below.
SUBJECT TO THE INTERCREDITOR AGREEMENT. (a) The Pledgor agrees that from time to time, at the expense of the Pledgor, it will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or reasonably desirable, or that Agent, on behalf of the Lender Group and the Bank Product Providers, may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Agent, on behalf of the Lender Group and the Bank Product Providers, to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, the Pledgor will: (i) at the request of Agent, xxxx conspicuously each of its records pertaining to the Pledged Collateral with a legend, in form and substance reasonably satisfactory to Agent, indicating that such Pledged Collateral is subject to the security interest granted hereby; (ii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or reasonably desirable, or as Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby; and (iii) appear in and defend any action or proceeding that may affect the Pledgor’s title to or Agent’s security interest in the Pledged Collateral.
SUBJECT TO THE INTERCREDITOR AGREEMENT. This Guaranty Agreement is subject to the terms of the Intercreditor Agreement which (a) subjects the ability of the Lender Group to pursue remedies hereunder to the prior consent of the Canadian Lenders and (b) sets forth a priority for the application of proceeds upon any disposition of amounts received hereunder. WITNESS THE EXECUTION HEREOF, effective as of the date first written above. UMC PETROLEUM CORPORATION By: -------------------------------- Xxxxx XxXxxxxx Vice President and Treasurer UMC Resources Canada Ltd. hereby consents to and agrees to comply with the terms of this Guaranty Agreement. UMC Resources Canada Ltd. By: -------------------------------- Xxxxx XxXxxxxx Vice President and Treasurer
SUBJECT TO THE INTERCREDITOR AGREEMENT. This Indenture is entered into with the benefit of and subject to the terms of the Intercreditor Agreement and any Additional Intercreditor Agreement. The rights and benefits of the Topco Creditors (as defined in the Intercreditor Agreement) are limited by and subject to the terms of the Intercreditor Agreement and any Additional Intercreditor Agreement. The Senior Secured Creditors (as defined in the Intercreditor Agreement), acting through agents or trustees, have third party beneficiary rights in respect of such statements.
SUBJECT TO THE INTERCREDITOR AGREEMENT. Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of June 9, 2014 as the same may be amended, supplemented, modified or replaced from time to time (the “Intercreditor Agreement”) among Bank of America, N.A., as First Lien Agent, Credit Suisse, AG, as Second Lien Collateral Agent, Bank of America, N.A., as Control Agent and the Grantors from time to time a party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern. Compliance by any Pledgor with any term of the Intercreditor Agreement shall not result in any breach or other violation of any term of this Agreement. confidential confidential EXHIBIT E #85941052v7 EXHIBIT E COMPLIANCE CERTIFICATE XXXX LLC ***Attachments 2 (Consolidated EBITDA), 3 (Excess Cash Flow) and 4 (Available Amount) are PRIVATE ONLY*** Date: ________, _______. This Compliance and Pricing Certificate (this “Certificate”) is given by XXXX HOLDINGS LLC (“Holdings”) pursuant to Section 5.04(d) of that certain Second Lien Credit Agreement, dated as of June 9, 2014, among Xxxx Rental LLC, as Borrower, Xxxx LLC, Holdings, the Lenders from time to time party thereto and Credit Suisse AG, as administrative agent for the Lenders (the “Administrative Agent”) and the other Secured Parties (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Loan Parties. By executing this Certificate such officer hereby certifies to Administrative Agent and Lenders that: a) I am the duly elected Chief Financial Officer of Holdings. b) the financial statements required to be delivered with this Certificate pursuant to Section [5.04(a) or 5.04(b)] of the Credit Agreement are attached as Attachment 1 hereto [and fairly present in all material respects the results of operations and financial condition of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (except that quarterly financial statements do not include footnote disclosur...
SUBJECT TO THE INTERCREDITOR AGREEMENT. This Guaranty Agreement is subject to the terms of the Intercreditor Agreement which (a) subjects the ability of the Lender Group to pursue remedies hereunder to the prior consent of the Canadian Lenders and (b) sets forth a priority for the application of proceeds upon any disposition of amounts received hereunder. WITNESS THE EXECUTION HEREOF, effective as of the date first written above. UNITED MERIDIAN CORPORATION By: -------------------------------- Xxxxx XxXxxxxx Vice President and Treasurer UMC Petroleum Corporation hereby consents to and agrees to comply with the terms of this Guaranty Agreement. UMC PETROLEUM CORPORATION By: -------------------------------- Xxxxx XxXxxxxx Vice President and Treasurer
SUBJECT TO THE INTERCREDITOR AGREEMENT. (a) Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the terms of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.
