Existing Intercreditor Agreement. Pursuant to clause 1.3(v) (Construction) of the Existing Intercreditor Agreement, whereby “RCF Agreement” (as defined therein) includes that agreement as replaced by this Agreement, terms used but not defined in the Existing Intercreditor Agreement have the same meaning given to them in this Agreement. For the purposes of the Existing Intercreditor Agreement:
Existing Intercreditor Agreement. With respect to the Pre-Petition Second Lien Noteholders, the Pre-Petition Second Lien Notes Trustee and the Pre-Petition Second Lien Collateral Agent (the “Second Lien Parties”), the First Lien Obligations (as defined in the Existing Intercreditor Agreement) shall be deemed to have been Paid in Full (as defined in the Existing Intercreditor Agreement) for purposes of the Existing Intercreditor Agreement; provided, that for the avoidance of doubt, nothing herein shall limit the effectiveness of Section 5.05
Existing Intercreditor Agreement. The Parties hereby acknowledge and confirm that by their execution of, or accession to, this Agreement, all rights powers, obligations and undertakings under the intercreditor agreement dated 20 December 2017 and made between, amongst others, the Parent, the Company, the Senior Facility Agent, the Security Agent and the Original Debtors (each as defined therein) shall be terminated.
Existing Intercreditor Agreement. Until the Refinancing shall have occurred, (a) the Existing Intercreditor Agreement is and shall remain in full force and effect in favor of and for the benefit of the Agents (and the other Secured Parties), (b) the Secured Obligations are “First Lien Debt” under the Existing Intercreditor Agreement, the Agents are the “First Lien Agent” under the Existing Intercreditor Agreement, and (c) Liens granted in favor of the Collateral Agent in Collateral, whether or not perfected and whether acquired by grant, statute, operation of law, subrogation or otherwise, are senior in right, priority, operation, effect and in all other respects to any Lien on “Second Lien Collateral (as defined in the Existing Intercreditor Agreement).
Existing Intercreditor Agreement. The Existing Intercreditor Agreement shall have been terminated pursuant to documents and instruments satisfactory to the Arranger, the Syndication Agent and the Documentation Agent.
Existing Intercreditor Agreement. Each party hereto agrees that this Agreement shall succeed and replace the Existing Intercreditor Agreement. In Witness Whereof, each of the parties hereto has caused this Agreement to be executed as of the date first above written. Accepted and Agreed to: AMCO INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: CANADA LIFE INSURANCE COMPANY OF AMERICA, as a Noteholder By /s/ C. Pxxx Xxxxxxx Name: C. Pxxx Xxxxxxx Title: Assistant Treasurer Accepted and Agreed to: CANADA LIFE ASSURANCE COMPANY, as a Noteholder By /s/ C. Pxxx Xxxxxxx Name: C. Pxxx Xxxxxxx Title: Associate Treasurer Accepted and Agreed to: GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, as a Noteholder BY GE ASSET MANAGEMENT INCORPORATED, ITS INVESTMENT ADVISOR By /s/ Sxxxxxx Xx Xxxxx Name: Sxxxxxx Xx Xxxxx Title: Vice President – Private Investments Accepted and Agreed to: GE LIFE AND ANNUITY ASSURANCE COMPANY, as a Noteholder By GE ASSET MANAGEMENT INCORPORATED, ITS INVESTMENT ADVISOR By /s/ Sxxxxxx Xx Xxxxx Name: Sxxxxxx Xx Xxxxx Title: Vice President – Private Investments Accepted and Agreed to: MODERN WOODMEN OF AMERICA, as a Noteholder By /s/ Nxxx X. Coin Name: Nxxx X. Coin Title: Treasurer & Investment Manager Accepted and Agreed to: NATIONWIDE INDEMNITY COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: NATIONWIDE LIFE INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: NATIONWIDE MUTUAL FIRE INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: NATIONWIDE MUTUAL INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer, Fixed Income Securities Accepted and Agreed to: PACIFIC LIFE INSURANCE COMPANY, as a Noteholder By /s/ Dxxxx X. Patch Name: Dxxxx X. Patch Title: Assistant Vice President By /s/ Cxxxx Xxxxxxxx Name: Cxxxx Xxxxxxxx Title: Assistant Secretary Accepted and Agreed to: SCOTTSDALE INSURANCE COMPANY, as a Noteholder By /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Credit Officer,...
Existing Intercreditor Agreement. 7 ARTICLE XIV MISCELLANEOUS......................................................................................7
Existing Intercreditor Agreement. The parties hereto acknowledge the existence of the Existing Intercreditor Agreement. Nothing herein shall be deemed to rescind any portion of the Existing Intercreditor Agreement and such agreement shall remain in full force except as modified by the terms of this Agreement.
Existing Intercreditor Agreement. On the Closing Date, each Lender authorizes and instructs Agent to enter into the Existing Intercreditor Agreement as Agent on behalf of such holder of Obligations and acknowledges (or is deemed to acknowledge) that a copy of the Existing Intercreditor Agreement was delivered, or made available, to such Lender and that such Lender reviewed the Existing Intercreditor Agreement.
Existing Intercreditor Agreement. The Existing Intercreditor Agreement shall remain in full force and effect, with such technical amendments thereto having been made as DBNY may request pursuant to clause (x) of the proviso to Section 8.3 thereof. Without limiting the foregoing, DBNY shall be satisfied that (after giving effect to the Transaction) the Existing Intercreditor Agreement is (and remains) in full force and effect, no “Discharge of First-Lien Credit Agreement Obligations” (as defined therein) shall have occurred, this Agreement shall constitute a “First-Lien Credit Agreement” (as defined therein), a “First-Lien Credit Document” (as defined therein) and the obligations shall constitute “First-Lien Obligations” (as defined therein); with the foregoing being covered to the satisfaction of DBNY by a legal opinion from outside counsel to Exide U.S.
