First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent or any other Secured Parties pursuant to or in connection with the Note Documents and the exercise of any right or remedy by thereby or thereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement or any other Note Document may be subject to the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by Collateral Agent or any other Purchaser in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Document.
First Lien/Second Lien Intercreditor Agreement. This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of July 1, 2015 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this “Agreement”), is between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), in its capacities as the First Lien Facility Agent and the Applicable First Lien Agent, and CS, in its capacities as the Second Lien Facility Agent and the Applicable Second Lien Agent; and is acknowledged and consented to by (a) PRIME SECURITY SERVICES BORROWER, LLC, a Delaware limited liability company (together with its successors in such capacity and as provided in Section 8.18 (Effectiveness of Agreement), the “Company”), and the other Pledgors, (b) each Other First Lien Obligations Agent, for itself and on behalf of the Other First Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment, and (c) each Other Second Lien Obligations Agent, for itself and on behalf of the Other Second Lien Obligations Secured Parties, that has executed and delivered an applicable Consent and Acknowledgment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement (or equivalent term in any other First Lien Facility or Other First Lien Obligations Credit Document).
First Lien/Second Lien Intercreditor Agreement. (a) (i) Notwithstanding anything to the contrary, the parties hereto agree that (A) the liens and security interests granted to the Second Lien Secured Parties under the Second Lien Security Documents are expressly subject to the First Lien/Second Lien Intercreditor Agreement and (B) the exercise of any right or remedy by the Applicable Authorized Representative (and the other Second Lien Secured Parties) hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement and (ii) in the event of any conflict between the provisions of this Agreement and the provisions of the First Lien/Second Lien Intercreditor Agreement, the provisions of the First Lien/Second Lien Intercreditor Agreement shall govern.
First Lien/Second Lien Intercreditor Agreement. EACH PURCHASER (A) AGREES THAT IT WILL BE BOUND BY, AND WILL TAKE NO ACTIONS CONTRARY TO, THE PROVISIONS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, (B) AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT AS COLLATERAL AGENT ON BEHALF OF SUCH PURCHASER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) IN ACCORDANCE WITH THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, AND (C) ACKNOWLEDGES THAT A COPY OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT WAS MADE AVAILABLE TO SUCH PURCHASER AND THAT SUCH PURCHASER REVIEWED THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT. EACH PURCHASER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE COLLATERAL AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY PURCHASER AS TO THE SUFFICIENCY OR THE ADVISABILITY OF THE PROVISIONS CONTAINED THEREIN. NOT IN LIMITATION OF THE FOREGOING, EACH PURCHASER HEREBY AGREES THAT THE COLLATERAL AGENT SHALL EXERCISE ALL RIGHTS AND REMEDIES UNDER THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT ON BEHALF OF SUCH PURCHASER AND IN THE EVENT OF AN INCONSISTENCY BETWEEN THIS AGREEMENT AND THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, THE TERMS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT SHALL GOVERN. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE PURCHASERS UNDER THE SECOND LIEN NOTE PURCHASE AGREEMENT TO PURCHASE NOTES PURSUANT THERETO AND SUCH PURCHASERS ARE THE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT.
First Lien/Second Lien Intercreditor Agreement. Each Lender party hereto consents to Amendment No. 1 to the First Lien/Second Lien Intercreditor Agreement dated as of the Amendment No. 2 Effective Date by and among each of Borrower, the First Lien Agent, the First Lien Collateral Agent, the Administrative Agent and the Second Lien Collateral Agent, in substantially the form attached hereto as Exhibit A.
First Lien/Second Lien Intercreditor Agreement. This Agreement is the “First Lien/Second Lien Intercreditor Agreement” referred to in any First Lien Credit Agreement and any Second Lien Credit Agreement. Nothing in this Agreement shall be deemed to subordinate the obligations due to (a) any First Lien Secured Party to the obligations due to any Second Lien Secured Party or (b) any Second Lien Secured Party to the obligations due to any First Lien Secured Party (in each case, whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness.
First Lien/Second Lien Intercreditor Agreement. The First Lien/Second Lien Intercreditor Agreement, in form and substance satisfactory to the Authorized Representative and the Purchasers, shall have been executed and delivered by the parties thereto substantially concurrently with the execution and delivery of this Amendment.
First Lien/Second Lien Intercreditor Agreement. FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of October 17, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (“Cloud Peak Energy”), CLOUD PEAK ENERGY FINANCE CORP., a Delaware corporation (“Cloud Peak Finance” and, together with Cloud Peak Energy, the “Borrowers”), the other Grantors (as defined below) party hereto, PNC BANK, NATIONAL ASSOCIATION, as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as collateral agent under the Second Lien Indenture, as Representative for the Second Lien Indenture Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Collateral Agent”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09. In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the First Lien Collateral Agent (for itself and on behalf of the First Lien Credit Agreement Secured Parties), the Second Lien Collateral Agent (for itself and on behalf of the Second Lien Indenture Secured Parties), each additional Senior Representative (for itself and on behalf of the Additional Senior Debt Parties under the applicable Additional Senior Debt Facility) and each additional Second Priority Representative (for itself and on behalf of the Second Priority Debt Parties under the applicable Second Priority Debt Facility) agree as follows:
First Lien/Second Lien Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNTIL SUCH TIME AS THE DISCHARGE OF SENIOR OBLIGATIONS (AS DEFINED IN THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT) HAS OCCURRED, THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER ARE SUBJECT TO THE LIMITATIONS AND PROVISIONS OF THE FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT IN ALL RESPECTS.
First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything to the contrary set forth herein, the priority of the Liens created hereby and the rights and remedies of Collateral Trustee hereunder are subject to the terms and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement or the First Lien/Second Lien Intercreditor Agreement with respect to the priority of the Liens created hereby and the rights and remedies of the Collateral Trustee, the provisions of the First Lien/Second Lien Intercreditor Agreement shall supersede the provisions of this Agreement. Any provision of this Agreement to the contrary notwithstanding, no Grantor shall be required to act or refrain from acting in a manner that is inconsistent with the terms and provisions of the First Lien/Second Lien Intercreditor Agreement.
