LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT Sample Clauses

LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. This LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [DATE], and entered into by and among [JUNIOR LIEN REPRESENTATIVE] (“[ ]”), as Junior Lien Representative for the [Initial Junior Lien Claimholders (as defined below)] (in such capacity and together with its successors from time to time in such capacity, the “Initial Junior Lien Representative”) and [administrative agent][collateral agent] for the Initial Junior Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Junior Lien Collateral Agent”), DELAWARE TRUST COMPANY, as Trustee, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as Senior Lien Representative for the Initial Senior Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Senior Lien Representative”), DELAWARE TRUST COMPANY, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as collateral agent for the Initial Senior Lien Claimholders (as defined below) (in such capacity and together with its successors from time to time in such capacity, the “Initial Senior Lien Collateral Agent”) and each additional Senior Lien Representative, Senior Lien Collateral Agent, Junior Lien Representative and Junior Lien Collateral Agent that from time to time becomes a party hereto pursuant to Section 8.7, and acknowledged and agreed to by [ADDITIONAL GUARANTOR], a [JURISDICTION][TYPE OF ORGANIZATION] (the “Company”) and any other party that delivers a supplemental acknowledgment hereof from time to time (“Additional Grantors”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below. Capitalized terms used and not otherwise defined herein have the meaning set forth in the Initial Senior Lien Indentures as in effect on the date hereof or as modified in accordance with the provision of this Agreement.
Sample 1
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LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, THIS AGREEMENT, THE LIENS CREATED HEREBY AND THE RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT AND, TO THE EXTENT PROVIDED THEREIN, THE APPLICABLE SENIOR OBLIGATIONS SECURITY DOCUMENTS (AS DEFINED IN THE INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT SHALL CONTROL.
Sample 1
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. EACH LENDER HEREUNDER (a) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, (b) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, (c) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT AND (d) AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO ENTER INTO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THE REFINANCING FACILITIES AGREEMENT TO EXTEND CREDIT TO ALON USA, LP AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT.
Sample 1
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. Reference is made to the Lien Subordination and Intercreditor Agreement. Each Lender (a) hereby consents to the subordination of the Liens securing the Obligations on the terms set forth in the Lien Subordination and Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Lien Subordination and Intercreditor Agreement and (c) hereby authorizes and instructs the Collateral Agent to enter into the Lien Subordination and Intercreditor Agreement and to subject the Obligations and the Liens securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Senior Obligations Secured Parties (as defined in the Lien Subordination and Intercreditor Agreement) to extend credit to the Company and its subsidiaries, and such Senior Obligations Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Lien Subordination and Intercreditor Agreement.
Sample 1
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT. The Liens on the Collateral securing the Secured Obligations are subordinated to the Liens on such Collateral securing the Bank Group Obligations, and the Liens on certain of the Collateral securing the Secured Obligations are also subordinated to certain Liens on certain of such Collateral securing the Pension Fund Obligations, in each case in the manner and to the extent provided in the Intercreditor Agreement. In the event of any conflict between this Agreement and the Intercreditor Agreement, the terms, conditions and provisions of the Intercreditor Agreement shall control.
Sample 1

Related to LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT

  • Intercreditor Agreement By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee or the Collateral Agent as a result of any action taken by the Trustee or the Collateral Agent pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof as are reasonably acceptable to the Trustee and Collateral Agent to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee and the Collateral Agent shall have the benefit of the provisions of Article Ten with respect to all actions taken by it pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

  • Intercreditor Agreements The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

  • Intercreditor Agreement Governs The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into each intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof, and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of Permitted Other Indebtedness.

  • Termination of Intercreditor Agreement Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

  • Lien Subordination Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

  • SUBORDINATION OF NOTES Section 11.01.

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Four, and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Four shall prevent the occurrence of any default or Event of Default hereunder.

  • Accession to the Intercreditor Agreement The Additional Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a “Grantor”, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that the Additional Grantor shall have the rights and obligations specified under the Intercreditor Agreement with respect to a “Grantor”, and shall be subject to and bound by the provisions of the Intercreditor Agreement.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

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