Second 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 Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Loan Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control. Except as specified herein, nothing contained in the Second 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.
Second Lien Intercreditor Agreement. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Global Administrative Agent to (a)(i) enter into a Second Lien Intercreditor Agreement on behalf of such Lender and (ii) amend the Security Instruments to reflect the existence of any Permitted Second Lien Debt (including making any change thereto in order to ensure compliance with Section 8.13(f)) and (b) agrees that Global Administrative Agent may take such actions on its behalf as is contemplated by the terms of such Second Lien Intercreditor Agreement.”
Second Lien Intercreditor Agreement. (a) EACH LENDER HEREBY (I) INSTRUCTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO EXECUTE AND DELIVER THE SECOND LIEN INTERCREDITOR AGREEMENT ON ITS BEHALF, (II) AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO EXERCISE ALL OF THE ADMINISTRATIVE AGENT’S RIGHTS AND TO COMPLY WITH ALL OF ITS OBLIGATIONS UNDER THE SECOND LIEN INTERCREDITOR AGREEMENT, (III) AGREES THAT THE ADMINISTRATIVE AGENT MAY TAKE ACTIONS ON ITS BEHALF AS IS CONTEMPLATED BY THE TERMS OF THE SECOND LIEN INTERCREDITOR AGREEMENT AND (IV) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT AT ALL TIMES FOLLOWING THE EXECUTION AND DELIVERY OF THE SECOND LIEN INTERCREDITOR AGREEMENT SUCH LENDER (AND EACH OF ITS SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE TERMS THEREOF.
Second Lien Intercreditor Agreement. The Administrative Agent is hereby authorized on behalf of the Lenders for the Lenders and their Affiliates that are Secured Parties to enter into the Second Lien Intercreditor Agreement. Each Lender and each other Secured Party (by receiving the benefits thereunder and of the Collateral) acknowledges and agrees to the terms of such agreement and agrees that the terms thereof shall be binding on such Secured Party and its successors and assigns, as if it were a party thereto.
Second Lien Intercreditor Agreement. The Prepetition RBL Agent, the Prepetition FLMO Term Loan Agent, the Prepetition FLLO Term Loan Agent and the Prepetition Second Lien Collateral Trustee are party to that certain Intercreditor Agreement dated as of December 15, 2015 (as amended, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”, and together with the Pari Passu Intercreditor Agreement and Collateral Agency Agreement, the “Intercreditor Agreements”). Pursuant to the Second Lien Intercreditor Agreement, the Prepetition Second Lien Collateral Trustee, on behalf of the Prepetition Second Lien Secured Parties agreed, among other things: (a) that the Prepetition Senior Liens and the Prepetition FLLO Liens on the Prepetition Collateral are senior in all respects to the Prepetition Second Liens; (b) to be bound by the waterfall and turnover provisions contained therein; and (c) to (I) consent to, or not oppose, certain actions taken, or rights asserted, by the Prepetition RBL Secured Parties, the Prepetition FLMO Secured Parties, and the Prepetition FLLO Secured Parties, and (II) refrain from taking certain actions with respect to the Prepetition Collateral, including in connection with a bankruptcy proceeding.
Second Lien Intercreditor Agreement. (a) Each Lender hereby authorizes and directs the Administrative Agent to enter into the Second Lien Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, with such changes as are necessary or desirable to reflect the Permitted Take-Out Financing and, if applicable, the Permitted Investor Notes contemplated by this Amendment No. 1.
Second Lien Intercreditor Agreement. To the extent any provision of this Agreement conflicts with the Second Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement shall govern and control. Without limiting the generality of the foregoing, until the Discharge of all First Lien Debt, (a) any assignment or transfer of Collateral required to be made hereunder to Collateral Agent shall be to the First Lien Agent, (b) any request or consent of Collateral Agent required or made hereunder shall be deemed to be required or made by the First Lien Agent, (c) any delivery of any Collateral to Collateral Agent required hereunder shall be to the First Lien Agent, (d) any right of the Collateral Agent to require a Credit Party to cause the Collateral Agent to obtain exclusive Control of any Investment Property (as such term is defined in the UCC) shall be vested in the First Lien Agent, and (e) any right of the Collateral Agent to assert any claims on behalf of a Credit Party shall be vested in the First Lien Agent.
Second Lien Intercreditor Agreement if default notice is issued by a creditor or group of creditors pursuant to the terms of any Second Lien Intercreditor Agreement.
Second Lien Intercreditor Agreement. Any material provision in the Second Lien Intercreditor Agreement shall cease to be in full force and effect or shall be declared null and void by any court or the validity or enforceability thereof shall be contested or challenged by any holder of the obligations covered thereunder; or
Second Lien Intercreditor Agreement. Each Lender hereby consents to the terms of, and authorizes the Administrative Agent to enter into in the event that the Borrower incurs Permitted Second Lien Debt, a form of Intercreditor Agreement with respect to the Permitted Second Lien Debt that is substantially in the form attached hereto as Exhibit A, and each Lender on behalf of itself and its Affiliates that are Secured Parties agrees that the terms of such Intercreditor Agreement shall be binding on such Lender, such Affiliates, and their respective successors and assigns, as if it were a party thereto.
