First Lien Intercreditor Agreement. So long as any New Senior Secured Notes (or any Permitted Refinancing in respect thereof) are outstanding, the First Lien Intercreditor Agreement shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against any party thereto (or against any Person on whose behalf any such party makes any covenants or agreements therein), or otherwise not be effective to create the rights and obligations purported to be created thereunder.
First Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, the security interest granted to the Agent, for the benefit of the Credit Parties, pursuant to the Security Documents and the exercise of any right or remedy by the Agent hereunder and thereunder are subject to the provisions of the First Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien Intercreditor Agreement and this Agreement, the terms of the First Lien Intercreditor Agreement shall govern and control. Except as specified herein, nothing contained in the First Lien Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement, which, as among the Loan Parties and the Agent, shall remain in full force and effect.
First Lien Intercreditor Agreement. The Administrative Agent is authorized to enter into the First Lien Intercreditor Agreement, and the parties hereto acknowledge that the First Lien Intercreditor Agreement shall be binding upon them upon execution by the Administrative Agent. The Lenders hereby acknowledge that (a) notwithstanding anything to the contrary in the Collateral Documents, the rights, obligations and remedies of the Administrative Agent and the Secured Parties under such Collateral Documents will be, upon execution by the Administrative Agent, subject to the provisions of the First Lien Intercreditor Agreement and (b) in the event of any conflict or inconsistency between the provisions of the First Lien Intercreditor Agreement and this Agreement, the provisions of the First Lien Intercreditor Agreement shall control. The Lenders hereby authorize the Administrative Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Collateral Document, as may be necessary or desirable to reflect the intent of this Section 9.15(b).
First Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, this Agreement shall at all times be subject to the First Lien Intercreditor Agreement and in the event of any conflict between any provision in this Agreement and a provision in the First Lien Intercreditor Agreement, such provision of the First Lien Intercreditor Agreement shall control. Prior to the Discharge of Credit Agreement Obligations, the delivery or granting of “control” (as defined in the Code) of any Shared Collateral (as defined in the First Lien Intercreditor Agreement) to the Existing Term Loan Collateral Agent pursuant to the terms of the Credit Documents (as defined in the First Lien Intercreditor Agreement) shall satisfy any such delivery or granting of “control” requirement hereunder to the extent that such delivery or granting of “control” is consistent with the terms of the First Lien Intercreditor Agreement.
First Lien Intercreditor Agreement. On the Closing Date, the First Lien Intercreditor Agreement shall have been duly executed and delivered by each party thereto, and shall be in full force and effect.
First Lien Intercreditor Agreement. The Administrative Agent and the Collateral Trustee are authorized to enter into the First Lien Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement in connection with the incurrence by any Credit Party of any Indebtedness permitted hereunder and which is to be equally and ratably secured by the Collateral) or any other intercreditor agreement contemplated hereby in connection with any Indebtedness permitted hereunder and which is to be secured on a pari passu or junior priority basis by the Collateral, in each case in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted hereunder), and the parties hereto acknowledge that (x) in the case of pari passu Indebtedness, the First Lien Intercreditor Agreement and (y) in the case of any subordinated or junior lien Indebtedness, such other intercreditor agreement will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the First Lien Intercreditor Agreement or any other intercreditor agreement (if entered into) and (b) hereby authorizes and instructs the Administrative Agent and Collateral Trustee to enter into the First Lien Intercreditor Agreement or any other intercreditor agreement, as applicable (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Credit Party of any Indebtedness permitted hereunder and which is to be equally and ratably secured by the Collateral or any Indebtedness permitted hereunder and which is to be secured on a pari passu or junior priority basis by the Collateral, in order to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrower or relevant Restricted Subsidiary, to the extent such priority is permitted hereunder)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to any potential provider of Indebtedness as described above to extend credit to the Credit Parties and such providers of Indebtedness are i...
First Lien Intercreditor Agreement. EACH LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE OBLIGATIONS ARE INTENDED TO CONSTITUTE A DISTINCT AND SEPARATE CLASS FROM THE FIRST LIEN LAST OUT OBLIGATIONS (AS DEFINED IN THE FIRST LIEN INTERCREDITOR AGREEMENT). EACH LENDER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PROVISIONS SETTING FORTH THE PRIORITIES AS BETWEEN THE HOLDERS OF FIRST LIEN LAST OUT OBLIGATIONS ON THE ONE HAND, AND THE HOLDERS OF OBLIGATIONS HEREUNDER, ON THE OTHER HAND, ARE SET FORTH IN THE FIRST LIEN INTERCREDITOR AGREEMENT.
First Lien Intercreditor Agreement. Notwithstanding anything to the contrary in this Section 6 or Section 7.1, any First Lien Intercreditor Agreement then in effect shall govern the exercise of rights and the enforcement of remedies hereunder by the Collateral Agent and the Secured Parties. In the event of any conflict between the terms of this Section 6 and such First Lien Intercreditor Agreement, such First Lien Intercreditor Agreement shall govern.
First Lien Intercreditor Agreement. The relative rights in the Collateral among the Holders of First Lien Obligations (including the Notes) will be governed by the First Lien Intercreditor Agreement and in the event of a conflict, the First Lien Intercreditor Agreement will govern. By its acceptance of the Notes, each Holder shall be deemed to consent to the terms of and authorize and direct the Trustee and the Collateral Agent, as applicable, to enter into and perform its obligations under the First Lien Intercreditor Agreement. In the event that any future Indebtedness is incurred that is secured by a Lien on a junior priority basis relative to the Lien securing the First Lien Obligations, a junior lien intercreditor agreement will be entered into (the “Junior Lien Intercreditor Agreement”). The Junior Lien Intercreditor Agreement will subordinate the Liens securing such future Indebtedness to the Liens securing the First Lien Obligations with respect to all Collateral on the terms set forth in such intercreditor agreement. The form of the Junior Lien Intercreditor Agreement shall be determined by the Credit Agreement Agent (or if the Credit Agreement has been terminated, the Junior Lien Intercreditor Agreement shall be in a form that the Company has determined in good faith is reasonably customary which shall provide for the subordination of the Liens securing Obligations on a junior priority basis relative to the Liens securing the First Lien Obligations and other intercreditor provisions with respect thereto as are reasonably customary in the good faith determination of the Company for intercreditor agreements governing the relationship between senior and junior priority Liens, in each case, as certified by the Company to the Trustee and the Collateral Agent, if applicable, in an Officer’s Certificate).
First Lien Intercreditor Agreement. Any party to any First-Lien Intercreditor Agreement (other than a Secured Party) provides notice pursuant to such First-Lien Intercreditor Agreement to any Agent of its enforcement of, or intent to enforce any of, its secured creditor rights or remedies under its agreements evidencing such party’s Indebtedness owed to it by any Loan Party or Subsidiary which notice has not been rescinded; provided that an Event of Default shall not occur pursuant to this Section 10.1(p) until 90 days after the Agent has delivered a copy of such notice to the Borrower and on such date such notice has not been rescinded and all or part of such Indebtedness remains outstanding.
