Agent Capacities. It is understood and agreed that (a) the Initial Credit Agreement Collateral Agent and the Administrative Agent are entering into this Agreement in their capacities as collateral agent and administrative agent, respectively, under the Initial Credit Agreement and the provisions of Section 12 of the Initial Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Credit Agreement Collateral Agent and the Administrative Agent hereunder and (b) the Initial Additional Collateral Agent and Initial Additional Senior Representative are entering into this Agreement in their capacities as [ ] and [ ] under the Initial Additional Senior Credit Document and the provisions of Section of the Initial Additional Senior Credit Document applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Additional Collateral Agent and Initial Additional Senior Representative hereunder. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXHIBIT I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. , as Initial Additional Collateral Agent By: Name: Title: , as Initial Additional Senior Representative By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Initial Credit Agreement Collateral Agent By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: EXHIBIT I CONSENT OF GRANTORS Dated: , 2014 Reference is made to the First Lien Intercreditor Agreement, dated as of the date hereof among HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, and , as Initial Additional Senior Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time the “Intercreditor Agreement”). Capitalized terms used but not defined in this Consent of Grantors (this “Consent”) shall have the meanings assigned to such terms in the Intercreditor Agreement. Each Grantor has read the foregoing Intercreditor Agreement and consents thereto. Each Grantor agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no Senior Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms on behalf of itself and each other Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the Senior Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein. Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each Grantor agrees that no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent expressly set forth therein. Without limitation to the foregoing, each Grantor agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Designated Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. In addition, each Grantor agrees (i) not to grant a security interest in any of its property (A) except as permitted by the Initial Credit Agreement and the Initial Credit Documents, in favor of the Initial Additional Secured Parties without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Credit Agreement Collateral Agent for the benefit of the Initial Credit Agreement Secured Parties, or (B) except as permitted by the Initial Additional Credit Documents, in favor of the Initial Credit Agreement Secured Parties (other than funds deposited for the discharge or defeasance of the Initial Credit Agreement Obligations or for the cash collateralization of any Initial Credit Agreement Obligations) without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Additional Collateral Agent for the benefit of the Initial Additional Secured Parties, (ii) not to grant a security interest in any of the Shared Collateral in favor of any Senior Secured Party without substantially concurrently granting a security interest pari passu with such security interest in such Shared Collateral to each Collateral Agent for the benefit of the Senior Secured Parties represented by such Collateral Agent and (iii) to take such further action as is required to effectuate the transfer of Collateral as contemplated by Section 2.09(a) upon a change in the Designated Collateral Agent. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Delivery of an executed signature page to this Consent by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Consent. Notices delivered to any Grantor pursuant to this Consent shall be delivered to the Company at the following address: [Address] Consent of Grantors EXHIBIT I IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above. VINE OIL AND GAS LP, as Borrower By: Name: Title: , as a Grantor By: Name: Title: EXHIBIT I Exhibit A to First Lien Intercreditor Agreement [FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the First Lien Intercreditor Agreement dated as of [ ], 20[ ], (the “First Lien Intercreditor Agreement”), HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, , as Initial Additional Senior Representative, and the additional Senior Representatives from time to time a party thereto and consented to by the Grantors.1
Appears in 4 contracts
Samples: Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.), Credit Agreement (Vine Resources Inc.)
Agent Capacities. Except as expressly set forth herein, the ABL Facility Collateral Agent, the First Lien Facility Agent, the Junior Lien Obligations Agents, the ABL Xxxx Xxxx Obligations Agents, the Other First Lien Obligations Agents and the Other Junior Lien Obligations Agents shall not have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable ABL Obligations Documents, First Lien Obligations Documents or Junior Lien Obligations Documents, as the case may be. It is understood and agreed that (ai) the Initial Credit Agreement Collateral Agent and the Administrative Agent are JPM is entering into this Agreement in their capacities its capacity as administrative agent and collateral agent and administrative agent, respectively, under the Initial ABL Facility, and the ABL Credit Agreement applicable to JPM as administrative agent and collateral agent thereunder shall also apply to JPM as the Applicable ABL Obligations Representative hereunder, (ii) DB is entering into this Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions of Section 12 of the Initial First Lien Credit Agreement applicable to the Agents (DB as defined therein) administrative agent and collateral agent thereunder shall also apply to the Initial Credit Agreement Collateral Agent and the Administrative Agent DB hereunder and (biii) the Initial Additional Collateral Agent and Initial Additional Senior Representative are US Bank is entering into this Agreement in their capacities its capacity as [ ] trustee and [ ] collateral agent under the Initial Additional Senior Credit Document Junior Lien Notes Indenture and the provisions of Section of the Initial Additional Senior Credit Document Junior Lien Notes Indenture applicable to the Agents (US Bank as defined therein) trustee and collateral agent thereunder shall also apply to the Initial Additional US Bank hereunder. The ABL Facility Collateral Agent on behalf of the ABL Facility Obligations Secured Parties and Initial Additional Senior each ABL Xxxx Xxxx Obligations Agent on behalf of the ABL Xxxx Xxxx Obligations Secured Parties hereby irrevocably designates and appoints the Applicable ABL Obligations Representative hereunderunder this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Applicable ABL Obligations Representative, together with such powers as are reasonably incidental thereto. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXHIBIT I IN WITNESS WHEREOFThe First Lien Facility Agent on behalf of the First Lien Facility Obligations Secured Parties, the parties hereto have caused Junior Lien Notes Collateral Agent on behalf of the Junior Lien Notes Obligations Secured Parties, each Other First Lien Obligations Agent on behalf of the Other First Lien Obligations Secured Parties and each Other Junior Lien Obligations Agent on behalf of the Other Junior Lien Obligations Secured Parties hereby irrevocably designates and appoints the First Lien/Junior Lien Intercreditor Representative under this Agreement and to be duly executed by their respective authorized officers exercise such powers and perform such duties as of the day and year first above written. , as Initial Additional Collateral Agent By: Name: Title: , as Initial Additional Senior Representative By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Initial Credit Agreement Collateral Agent By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: EXHIBIT I CONSENT OF GRANTORS Dated: , 2014 Reference is made are expressly delegated to the First Lien/Junior Lien Intercreditor AgreementRepresentative, dated together with such powers as of the date hereof among HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, and , as Initial Additional Senior Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time the “Intercreditor Agreement”). Capitalized terms used but not defined in this Consent of Grantors (this “Consent”) shall have the meanings assigned to such terms in the Intercreditor Agreement. Each Grantor has read the foregoing Intercreditor Agreement and consents are reasonably incidental thereto. Each Grantor agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express The provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly First Lien Credit Agreement applicable to it under the foregoing DB as administrative agent and collateral agent thereunder shall also apply to DB as First Lien/Junior Lien Intercreditor Agreement Representative and agrees that, except as otherwise provided therein, no Senior Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms on behalf of itself Junior Lien Notes Indenture applicable to US Bank as trustee and each other Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the Senior Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except collateral agent thereunder shall also apply to the extent otherwise expressly provided therein. Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each Grantor agrees that no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent expressly set forth therein. Without limitation to the foregoing, each Grantor agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) DB as the Designated Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. In addition, each Grantor agrees (i) not to grant a security interest in any of its property (A) except as permitted by the Initial Credit Agreement and the Initial Credit Documents, in favor of the Initial Additional Secured Parties without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Credit Agreement Collateral Agent for the benefit of the Initial Credit Agreement Secured Parties, or (B) except as permitted by the Initial Additional Credit Documents, in favor of the Initial Credit Agreement Secured Parties (other than funds deposited for the discharge or defeasance of the Initial Credit Agreement Obligations or for the cash collateralization of any Initial Credit Agreement Obligations) without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Additional Collateral Agent for the benefit of the Initial Additional Secured Parties, (ii) not to grant a security interest in any of the Shared Collateral in favor of any Senior Secured Party without substantially concurrently granting a security interest pari passu with such security interest in such Shared Collateral to each Collateral Agent for the benefit of the Senior Secured Parties represented by such Collateral Agent and (iii) to take such further action as is required to effectuate the transfer of Collateral as contemplated by Section 2.09(a) upon a change in the Designated Collateral Agent. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Delivery of an executed signature page to this Consent by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Consent. Notices delivered to any Grantor pursuant to this Consent shall be delivered to the Company at the following address: [Address] Consent of Grantors EXHIBIT I IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above. VINE OIL AND GAS LP, as Borrower By: Name: Title: , as a Grantor By: Name: Title: EXHIBIT I Exhibit A to First Lien/Junior Lien Intercreditor Agreement [FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the First Lien Intercreditor Agreement dated as of [ ], 20[ ], (the “First Lien Intercreditor Agreement”), HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, , as Initial Additional Senior Representative, and the additional Senior Representatives from time to time a party thereto and consented to by the Grantors.1.
Appears in 1 contract
Agent Capacities. Except as expressly provided herein or in the Credit Agreement Security Documents, JPMCB is acting in the capacities of Administrative Agent and Credit Agreement Collateral Agent solely for the Credit Agreement Secured Parties. Except as expressly provided herein or in the Additional Pari Passu Security Documents, Wilmington Trust is acting herein not in its individual capacity, but solely (i) when acting as Additional Pari Passu Collateral Agent, in its capacity as collateral agent under the Initial Additional Pari Passu Agreement, and (ii) when acting as the Initial Additional Authorized Representative, in its capacity as Trustee under the Initial Additional Pari Passu Agreement, solely for the Additional Pari Passu Secured Parties. Except as expressly set forth herein, none of the Administrative Agent, the Credit Agreement Collateral Agent, the Additional Pari Passu Collateral Agent or the Initial Additional Pari Passu Authorized Representative shall have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable Secured Credit Documents. It is understood and agreed that (ai) the Initial Credit Agreement Collateral Agent and the Administrative Agent are JPMCB is entering into this Agreement in their solely its capacities as Administrative Agent and collateral agent and administrative agent, respectively, under the Initial Credit Agreement and the provisions of Section 12 of the Initial Credit Agreement applicable to the Agents (it as defined therein) Administrative Agent and collateral agent thereunder shall also apply to it as the Initial Credit Agreement Collateral Agent and Authorized Representative for the Administrative Agent Credit Agreement Secured Parties hereunder and (bii) Wilmington Trust is entering into this Agreement in its capacities as trustee and collateral agent under the Initial Additional Pari Passu Agreement and the provisions of the Initial Additional Pari Passu Agreement granting or extending any rights, protections, privileges, indemnities and immunities to Wilmington Trust thereunder shall also apply to its acting as Initial Additional Pari Passu Collateral Agent and Initial Additional Senior Authorized Representative are entering into this Agreement in their capacities as [ ] and [ ] under hereunder. Whenever the Initial Additional Senior Credit Document and Authorized Representative is the provisions of Section Applicable Authorized Representative hereunder, the Initial Additional Authorized Representative shall direct the Additional Pari Passu Collateral Agent to act or refrain from acting all in accordance with the terms of the Initial Additional Senior Credit Document applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Additional Collateral Agent and Initial Additional Senior Representative hereunder. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXHIBIT I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. , as Initial Additional Collateral Agent By: Name: Title: , as Initial Additional Senior Representative By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Initial Credit Agreement Collateral Agent By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: EXHIBIT I CONSENT OF GRANTORS Dated: , 2014 Reference is made to the First Lien Intercreditor Pari Passu Agreement, dated as of the date hereof among HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, and , as Initial Additional Senior Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time the “Intercreditor Agreement”). Capitalized terms used but not defined in this Consent of Grantors (this “Consent”) shall have the meanings assigned to such terms in the Intercreditor Agreement. Each Grantor has read the foregoing Intercreditor Agreement and consents thereto. Each Grantor agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no Senior Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms on behalf of itself and each other Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the Senior Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein. Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each Grantor agrees that no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent expressly set forth therein. Without limitation to the foregoing, each Grantor agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Designated Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. In addition, each Grantor agrees (i) not to grant a security interest in any of its property (A) except as permitted by the Initial Credit Agreement and the Initial Credit Documents, in favor of the Initial Additional Secured Parties without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Credit Agreement Collateral Agent for the benefit of the Initial Credit Agreement Secured Parties, or (B) except as permitted by the Initial Additional Credit Documents, in favor of the Initial Credit Agreement Secured Parties (other than funds deposited for the discharge or defeasance of the Initial Credit Agreement Obligations or for the cash collateralization of any Initial Credit Agreement Obligations) without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Additional Collateral Agent for the benefit of the Initial Additional Secured Parties, (ii) not to grant a security interest in any of the Shared Collateral in favor of any Senior Secured Party without substantially concurrently granting a security interest pari passu with such security interest in such Shared Collateral to each Collateral Agent for the benefit of the Senior Secured Parties represented by such Collateral Agent and (iii) to take such further action as is required to effectuate the transfer of Collateral as contemplated by Section 2.09(a) upon a change in the Designated Collateral Agent. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Delivery of an executed signature page to this Consent by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Consent. Notices delivered to any Grantor pursuant to this Consent shall be delivered to the Company at the following address: [Address] Consent of Grantors EXHIBIT I IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above. VINE OIL AND GAS LP, as Borrower By: Name: Title: , as a Grantor By: Name: Title: EXHIBIT I Exhibit A to First Lien Intercreditor Agreement [FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the First Lien Intercreditor Agreement dated as of [ ], 20[ ], (the “First Lien Intercreditor Agreement”), HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, , as Initial Additional Senior Representative, and the additional Senior Representatives from time to time a party thereto and consented to by the Grantors.1.
Appears in 1 contract
Samples: Passu Intercreditor Agreement (Burlington Stores, Inc.)
Agent Capacities. Except as expressly provided herein or in the Credit Agreement Security Documents, JPMCB is acting in the capacities of Administrative Agent and Credit Agreement Collateral Agent solely for the Credit Agreement Secured Parties. Except as expressly provided herein or in the Additional Pari Passu Security Documents, Wilmington Trust is acting herein not in its individual capacity, but solely (i) when acting as Additional Pari Passu Collateral Agent, in its capacity as collateral agent under the Initial Additional Pari Passu Agreement, and (ii) when acting as the Initial Additional Authorized Representative, in its capacity as Trustee under the Initial Additional Pari Passu Agreement, solely for the Additional Pari Passu Secured Parties. Except as expressly set forth herein, none of the Administrative Agent, the Credit Agreement Collateral Agent, the Additional Pari Passu Collateral Agent or the Initial Additional Pari Passu Authorized Representative shall have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable Secured Credit Documents. It is understood and agreed that (ai) the Initial Credit Agreement Collateral Agent and the Administrative Agent are JPMCB is entering into this Agreement in their solely its capacities as Administrative Agent and collateral agent and administrative agent, respectively, under the Initial Credit Agreement and the provisions of Section 12 of the Initial Credit Agreement applicable to the Agents (it as defined therein) Administrative Agent and collateral agent thereunder shall also apply to it as the Initial Credit Agreement Collateral Agent and Authorized Representative for the Administrative Agent Credit Agreement Secured Parties hereunder and (bii) Wilmington Trust is entering into this Agreement in its capacities as trustee and collateral agent under the Initial Additional Pari Passu Agreement and the provisions of the Initial Additional Pari Passu Agreement granting or extending any rights, protections, privileges, indemnities and immunities to Wilmington Trust thereunder shall also apply to its acting as Initial Additional Pari Passu Collateral Agent and Initial Additional Senior Authorized Representative are entering into this Agreement in their capacities as [ ] and [ ] under hereunder. Whenever the Initial Additional Senior Credit Document and Authorized Representative is the provisions of Section Applicable Authorized Representative hereunder, the Initial Additional Authorized Representative shall direct the Additional Pari Passu Collateral Agent to act or refrain from acting all in accordance with the terms of the Initial Additional Senior Credit Document applicable to the Agents (as defined therein) thereunder shall also apply to the Initial Additional Collateral Agent and Initial Additional Senior Representative hereunder. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EXHIBIT I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. , as Initial Additional Collateral Agent By: Name: Title: , as Initial Additional Senior Representative By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Initial Credit Agreement Collateral Agent By: Name: Title: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: EXHIBIT I CONSENT OF GRANTORS Dated: , 2014 Reference is made to the First Lien Intercreditor Pari Passu Agreement, dated as of the date hereof among HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, and , as Initial Additional Senior Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time the “Intercreditor Agreement”). Capitalized terms used but not defined in this Consent of Grantors (this “Consent”) shall have the meanings assigned to such terms in the Intercreditor Agreement. Each Grantor has read the foregoing Intercreditor Agreement and consents thereto. Each Grantor agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no Senior Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms on behalf of itself and each other Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the Senior Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein. Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each Grantor agrees that no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent expressly set forth therein. Without limitation to the foregoing, each Grantor agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Designated Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. In addition, each Grantor agrees (i) not to grant a security interest in any of its property (A) except as permitted by the Initial Credit Agreement and the Initial Credit Documents, in favor of the Initial Additional Secured Parties without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Credit Agreement Collateral Agent for the benefit of the Initial Credit Agreement Secured Parties, or (B) except as permitted by the Initial Additional Credit Documents, in favor of the Initial Credit Agreement Secured Parties (other than funds deposited for the discharge or defeasance of the Initial Credit Agreement Obligations or for the cash collateralization of any Initial Credit Agreement Obligations) without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Additional Collateral Agent for the benefit of the Initial Additional Secured Parties, (ii) not to grant a security interest in any of the Shared Collateral in favor of any Senior Secured Party without substantially concurrently granting a security interest pari passu with such security interest in such Shared Collateral to each Collateral Agent for the benefit of the Senior Secured Parties represented by such Collateral Agent and (iii) to take such further action as is required to effectuate the transfer of Collateral as contemplated by Section 2.09(a) upon a change in the Designated Collateral Agent. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Delivery of an executed signature page to this Consent by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Consent. Notices delivered to any Grantor pursuant to this Consent shall be delivered to the Company at the following address: [Address] Consent of Grantors EXHIBIT I IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above. VINE OIL AND GAS LP, as Borrower By: Name: Title: , as a Grantor By: Name: Title: EXHIBIT I Exhibit A to First Lien Intercreditor Agreement [FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the First Lien Intercreditor Agreement dated as of [ ], 20[ ], (the “First Lien Intercreditor Agreement”), HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, , as Initial Additional Senior Representative, and the additional Senior Representatives from time to time a party thereto and consented to by the Grantors.1.
Appears in 1 contract
