Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party shall include the Borrowers or such Loan Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 4 contracts
Samples: Security Agreement (Emdeon Inc.), Security Agreement (Emdeon Inc.), First Lien Security Agreement (Emdeon Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the any Second Lien Collateral Agent Representative or any other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Each Second Lien Collateral AgentRepresentative, on behalf of itself and the Second Lien Secured PartiesParties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 4 contracts
Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Obligations, the date of Discharge of Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 3 contracts
Samples: Credit Agreement (Enviva Partners, LP), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (Enviva Partners, LP)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.5.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Carmike Cinemas Inc), Credit and Guaranty Agreement (Carmike Cinemas Inc), Intercreditor Agreement (American Reprographics CO)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second Second-Lien Secured PartiesCreditors, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Notes Documents terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 hereof.
Appears in 3 contracts
Samples: Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second Second-Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties under Section 6.56.5 hereof.
Appears in 3 contracts
Samples: Credit Agreement (GSE Holding, Inc.), Credit Agreement (GSE Holding, Inc.), Intercreditor Agreement (GSE Holding, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent Borrower or any other Loan Party Grantor shall include the Borrowers Parent Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First U.S. First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 2 contracts
Samples: The Credit Agreement (RSC Holdings Inc.), Term Loan Credit Agreement (RSC Holdings Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” with respect to Collateral within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later date of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Discharge of Second-Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 2 contracts
Samples: Intercreditor Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Administrative Agent or any Second Lien Secured PartyParty subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers any Borrower or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Administrative Agent, on behalf of itself and the Second Lien Secured Parties, and First Lien Administrative Agent, on behalf of itself and the First Lien Secured Parties, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Administrative Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Administrative Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 5.6 and Section 6.5.
Appears in 2 contracts
Samples: Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Senior Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Junior Lien Collateral Agent or any Second other Junior Lien Secured PartyClaimholder subject to the Junior Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Senior Lien Obligations in reliance hereonhereof. The Second Junior Lien Collateral Agent, on behalf of itself and the Second each other Junior Lien Secured PartiesClaimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, effect on the earlier to occur of (ix) with respect to the Second date on which there has been a Discharge of Senior Lien Collateral Agent, Obligations and (y) the Second Lien Secured Parties and the Second date on which there has been a Discharge of Junior Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such datein each case, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6Sections 5.6 and 6.5; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 2 contracts
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Obligations, the date of Discharge of Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 2 contracts
Samples: Assignment and Assumption (Turning Point Brands, Inc.), Credit Agreement (Post Holdings, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretoABL Collateral Agent and the Term Collateral Agent. This is a continuing agreement of lien Lien subordination (as opposed to debt or claim subordination), and the First Lien Secured Parties Claimholders of any Class may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Partythe other Claimholders of the other Class, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting ABL Obligations or Term Obligations, as the Borrowers or any Loan Party constituting First Lien Obligations case may be, in reliance hereon. The Second Lien ABL Collateral Agent, on behalf of itself and the Second Lien Secured Partiesother ABL Claimholders, and the Term Collateral Agent, on behalf of itself and the other Term Claimholders, hereby waives waive any right it any of them may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, the ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, and the Term Collateral Agent, on behalf of itself and the other Term Claimholders, irrevocably acknowledge that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-Debtor Relief Law. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers or any other Loan Party (as the case may be) such Grantor in any Insolvency or Liquidation Proceeding. This Agreement shall automatically terminate and be of no further force and effect, effect (ia) with respect to the Second Lien ABL Collateral Agent, the Second Lien Secured Parties other ABL Claimholders, and the Second Lien ABL Obligations, upon the later of (1) on the date upon which that the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Discharge of ABL Obligations outstanding on such date has occurred, and (2b) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Term Collateral Agent, the First Lien Secured Parties other Term Claimholders and the First Lien Obligations, Term Obligations on the date of that the Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5Term Obligations has occurred.
Appears in 2 contracts
Samples: Term Credit Agreement (Ascena Retail Group, Inc.), Abl Intercreditor Agreement (Entegris Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Fixed Assets Claimholders of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyFixed Assets Claimholder of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Fixed Assets Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Fixed Assets Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties Agent and the Second Lien Fixed Assets Claimholders represented by such Representative or Collateral Agent and their Fixed Assets Obligations, upon the later of (1) on the date upon on which no Fixed Assets Obligations of such Fixed Assets Claimholders are any longer secured by, or required to be secured by, any of the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First Lien Collateral Agent, terms of the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligationsapplicable Fixed Assets Documents, subject to the rights of the First Lien Secured Parties Fixed Assets Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Staples Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of lien subordination and the First Lien Secured Parties Senior Revolving Claimholders may continue, at any time and without notice to the Second Lien Collateral Term Administrative Agent or any Second Lien Secured PartyTerm Claimholder subject to the Term Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Obligor constituting First Lien Obligations Senior Indebtedness in reliance hereonhereof. The Second Lien Collateral Term Administrative Agent, on behalf of itself and the Second Lien Secured PartiesTerm Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement absent fraud or material misrepresentation by any other party hereto with respect to the transactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Obligor shall include the Borrowers Borrower or such Loan Party Obligor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (ia) with respect to the Second Lien Collateral Term Administrative Agent, the Second Lien Secured Parties Term Claimholders and the Second Lien Obligations, upon the later of (1i) the date upon which the obligations under the Second Lien Credit Term Loan Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (iib) subject to Section 5.6, with respect to the First Lien Collateral AgentSenior Indebtedness Representative, the First Lien Secured Parties Senior Revolving Claimholders and the First Lien ObligationsSenior Indebtedness, the date on which the Senior Indebtedness is paid in full in cash and all of Discharge the Commitments of First Lien Obligationsthe Senior Revolving Claimholders have expired or been terminated, subject to the rights of the First Lien Secured Parties Senior Revolving Claimholders under Section 6.5.
Appears in 2 contracts
Samples: Intercreditor Agreement (Forest Oil Corp), Intercreditor Agreement (Starboard Resources, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations in reliance hereonsubordination. The Second Lien Collateral AgentAgents, each on behalf of itself and the each other applicable Second Lien Secured PartiesClaimholder, hereby waives waive any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, upon the date of on which there has been a Discharge of First Lien Obligations (and no Excess First Lien Obligations remain outstanding) and (y) with respect to the Second Lien Collateral Agents, the Second Lien Claimholders and the applicable Second Lien Obligations, the date on which there has been a Discharge of Second Lien Obligations, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the rights date of the First Lien Secured Parties under Section 6.5termination.
Appears in 2 contracts
Samples: Intercreditor Agreement (Karyopharm Therapeutics Inc.), Intercreditor Agreement (Karyopharm Therapeutics Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Parity Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any Parity Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Parity Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other Parity Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties Agent and the Second Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, upon the later of (1) on the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Parity Lien Obligations outstanding on of such date and (2) if there Parity Lien Claimholders are other Second Lien Obligations outstanding on such dateany longer secured by, or required to be secured by, any of the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First terms of the applicable Parity Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien ObligationsDocuments, subject to the rights of the First Parity Lien Secured Parties Claimholders under Section 6.52.6 of the Parity Lien Intercreditor Agreement; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 2 contracts
Samples: Intercreditor Agreement (Urban One, Inc.), Intercreditor Agreement (Urban One, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment and lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesClaimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement, which is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent or any other Loan Party Grantor shall include the Borrowers Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Claimholders and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Loan Documents terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, First-Lien Obligations, either (x) the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.55.6 (including that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the First-Lien Obligations) or Section 6.5 of this Agreement and except to the extent any such term or provision, by its terms, survives any Discharge of First-Lien Obligations or (y) the date of conversion of all of the outstanding First-Lien Obligations into common stock of the Parent in accordance with the terms of the First-Lien Purchase Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kior Inc), Subordination Agreement (Kior Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Term Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the First Lien ABL Claimholders, the Term Claimholders and the Junior Secured Parties Notes Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second Lien Secured Partiesapplicable Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, effect subject to the rights of the First provided to Prior Lien Secured Parties Claimholders under Section 6.5.6.4:
Appears in 2 contracts
Samples: Assignment and Assumption (Dole Food Co Inc), Assignment and Assumption (Dole Food Co Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment and lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesClaimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement, which is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent or any other Loan Party Grantor shall include the Borrowers Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Claimholders and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Loan Documents terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral AgentAgents, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, First-Lien Obligations, either (x) the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.55.6 (including that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the First-Lien Obligations) or Section 6.5 of this Agreement and except to the extent any such term or provision, by its terms, survives any Discharge of First-Lien Obligations or (y) the date of conversion of all of the outstanding First-Lien Obligations into common stock of the Parent in accordance with the terms of the First-Lien Purchase Agreement.
Appears in 2 contracts
Samples: Subordination Agreement (Kior Inc), Subordination Agreement (Kior Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien payment subordination and Lien subordination and the First Lien Secured Parties Senior Creditors may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any Second Lien Secured Partyother Subordinated Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party other Grantor constituting First Lien Senior Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf Each of itself the Trustee and the Second Lien Secured Parties, Subordinated Creditor hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentTrustee, the Second Lien Secured Parties Subordinated Creditor and the Second Lien Subordinated Obligations, upon the earlier of (A) the date on which the PIK Conversion occurs with regard to all PIK Notes and (B) later of (1x) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Subordinated Obligations outstanding on such date and (2y) if there are other Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second Lien Subordinated Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Senior Agent, the First Lien Secured Parties other Senior Creditors and the First Lien Senior Obligations, the date of the Discharge of First Lien Senior Obligations, subject to the rights of the First Lien Secured Parties Senior Creditors under Section 6.5.
Appears in 2 contracts
Samples: Subordination and Intercreditor Agreement (Global Crossing LTD), Recapitalization Agreement (Global Crossing LTD)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereon (except to the extent otherwise limited or prohibited by this Agreement). The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or each Grantor individually, and each such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under First Lien Agent and the Second First Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date Claimholders shall have complied with their agreements set forth in SECTION 5 hereof, and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, first Business Day after the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section SECTION 6.5.
Appears in 2 contracts
Samples: Intercreditor Agreement (National Coal Corp), Assignment and Acceptance Agreement (National Coal Corp)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties identified on the signature pages hereto. This is a continuing agreement of lien subordination agreement, and the First Lien Pari Secured Parties of either Series may continue, at any time and without notice to any Pari Secured Party of the Second Lien Collateral Agent or any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Entegris or any Loan Party other Grantor constituting First Lien Pari Obligations in reliance hereon. The Second Lien Collateral AgentEach Representative, on behalf of itself and the Second Lien Pari Secured PartiesParties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Entegris or any other Loan Party Grantor shall include the Borrowers Entegris or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Entegris or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to any Representative or the Second Lien Collateral Agent, the Second Lien Pari Secured Parties represented by such Representative and the Second Lien Obligations, upon the later of (1) their Pari Obligations on the date upon on which no Pari Obligations of such Pari Secured Parties are any longer secured by, or required to be secured by, any of the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First Lien Collateral Agent, terms of the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligationsapplicable Pari Documents, subject to the rights of the First Lien Pari Secured Parties under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second Second-Lien Secured PartyCreditor or the Third-Lien Collateral Agent or any Third-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First First-Lien Obligations in reliance hereonhereof. The Second First-Lien Collateral Agent, on behalf of itself and the Second First-Lien Secured PartiesCreditors, and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later Discharge of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Second-Lien Obligations outstanding on such date (in a manner which is not in contravention of the terms of this Agreement), subject to the rights of the First-Lien Creditors and (2) if there are other Second the Second-Lien Obligations outstanding on such dateCreditors under Section 6.5, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5(c), and (iii) with respect to the Third-Lien Collateral Agent, the Third-Lien Creditors and the Third-Lien Obligations, upon the Discharge of Third-Lien Obligations (in a manner not in contravention of the terms of this Agreement), subject to the rights of the First-Lien Creditors and the Second-Lien Creditors under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent Representative or any other Second Lien Secured Party or the Third Lien Representative or any other Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesParties represented by it, and the Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties represented by it hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession debtor‑in‑possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 5.6 and Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien payment subordination and Lien subordination and the First Lien Secured Parties Senior Creditors may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any Second Lien Secured Partyother Subordinated Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party other Grantor constituting First Lien Senior Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf Each of itself the Trustee and the Second Lien Secured Parties, Subordinated Creditor hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentTrustee, the Second Lien Secured Parties Subordinated Creditor and the Second Lien Subordinated Obligations, upon the earlier of (A) the date on which the PIK Conversion occurs with regard to all PIK Notes and (B) later of (1x) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Subordinated Obligations outstanding on such date and (2y) if there are other Second Lien Subordinated Obligations outstanding on such date, the date upon which Table of Contents such Second Lien Subordinated Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Senior Agent, the First Lien Secured Parties other Senior Creditors and the First Lien Senior Obligations, the date of the Discharge of First Lien Senior Obligations, subject to the rights of the First Lien Secured Parties Senior Creditors under Section 6.5.
Appears in 1 contract
Samples: Recapitalization Agreement (Singapore Technologies Telemedia Pte LTD)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Administrative Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien First-Priority Secured Parties of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien First-Priority Secured PartyParties of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Companies or any Loan Party Grantor constituting First Lien First-Priority Obligations in reliance hereon. The Second Lien Each Authorized Representative and each Collateral Agent, on behalf of itself and the Second Lien each other First-Priority Secured PartiesParty represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited held to be invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Borrowers Companies or any other Loan Party Grantor shall include the Borrowers Companies or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Companies or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to any Authorized Representative or Collateral Agent and the Second Lien Collateral Agent, the Second Lien First-Priority Secured Parties represented by such Authorized Representative or Collateral Agent and the Second Lien their First-Priority Obligations, upon the later of (1) on the date upon on which no First-Priority Obligations of such First-Priority Secured Parties are any longer secured by, or required to be secured by, any of the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First Lien Collateral Agent, terms of the First Lien applicable Secured Parties and the First Lien Obligations, the date of Discharge of First Lien ObligationsCredit Documents, subject to the rights of the First Lien First-Priority Secured Parties under Section 6.5.2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination
Appears in 1 contract
Samples: Joinder Agreement (Presidio, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Pari Passu Secured Parties of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Pari Passu Secured PartyParty of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Pari Passu Obligations in reliance hereon. The Second Lien Collateral AgentEach Representative, on behalf of itself and the Second Lien Pari Passu Secured PartiesParties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to any Representative or the Second Lien Collateral Agent, the Second Lien Pari Passu Secured Parties represented by such Representative and the Second Lien Obligations, upon the later of (1) their Pari Passu Obligations on the date upon on which no Pari Passu Obligations of such Pari Passu Secured Parties are any longer secured by, or required to be secured by, any of the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First Lien Collateral Agent, terms of the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligationsapplicable Pari Passu Documents, subject to the rights of the First Lien Pari Passu Secured Parties under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Samples: Pledge and Security Agreement (Caseys General Stores Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Pledgor constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Pledgor shall include the Borrowers Company or such Loan Party Pledgor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Pledgor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Samples: Intercreditor Agreement (iPCS, INC)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the any Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers any Borrower or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Each Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders with respect to which such Second Lien Collateral Agent is acting as Agent, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. This Agreement constitutes a “subordination agreement” under Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers a Borrower or any other Loan Party Grantor shall include the Borrowers such Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers such Borrower or any other Loan Party such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, effect upon the later earlier of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of all First Lien Obligations, subject to the rights of the First Lien Secured Parties Collateral Agents and the First Lien Claimholders under Section 6.56.6; and the date upon which the Second Lien Obligations shall have been paid in full. The First Lien Claimholders and the Second Lien Claimholders are deemed to have consented to the terms of this Agreement.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, for itself and on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.5.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Krispy Kreme Doughnuts Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Administrative Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonbut subject to the terms hereof. The Second Lien Collateral Administrative Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, and First Lien Administrative Agent, on behalf of itself and the First Lien Claimholders, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Administrative Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Administrative Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 5.6 and Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Revolving Credit Claimholders and Fixed Asset Claimholders may continue, at any time and without notice to the Second Lien any Collateral Agent or any Second Lien Secured PartyAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Each of the Collateral AgentAgents, on behalf of itself and the Second Lien Secured PartiesRevolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) : with respect to the Second Lien Revolving Credit Collateral Agent, the Second Lien Secured Parties Revolving Credit Claimholders and the Second Lien Revolving Credit Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of the Discharge of First Lien Revolving Credit Obligations, subject to the rights of the First Lien Secured Parties Revolving Credit Claimholders under Section 6.56.4; and with respect to the Fixed Asset Collateral Agents, the Fixed Asset Claimholders and the Fixed Asset Obligations, on the date of the Discharge of Fixed Asset Obligations, subject to the rights of the Fixed Asset Claimholders under Section 6.4.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the ABL Claimholders and the Fixed Asset Claimholders upon execution and delivery of this Agreement by the ABL Agent and the Collateral Trustee on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the First Lien Secured Parties ABL Claimholders and the Fixed Asset Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second Lien Secured Partiesapplicable Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, effect subject to the rights of the First provided to Prior Lien Secured Parties Claimholders under Section 6.5.6.4:
Appears in 1 contract
Samples: Intercreditor Agreement (Thermadyne Australia Pty Ltd.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the ABL Claimholders and First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Partyother Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second ABL Claimholders or the First Lien Secured PartiesClaimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the First Lien Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) : with respect to the Second Lien Collateral ABL Agent, the Second Lien Secured Parties ABL Claimholders and the Second Lien ABL Obligations, upon the later of (1) on the date upon which of the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such dateDischarge of ABL Obligations, the date upon which such Second Lien Obligations terminate and (ii) subject to the rights of the ABL Claimholders under Section 5.6, 6.4; and with respect to the First Lien Collateral AgentAgents, the First Lien Secured Parties Claimholders and the First Lien Obligations, on the date of the Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.56.4.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any Second Lien Secured PartyClaimholder, subject to the provisions of this Agreement, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Obligor constituting First Lien Obligations in reliance hereonhereof and subject to the terms hereof. The Second Lien Collateral AgentTrustee, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law Applicable Law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references Subject to the Borrowers or any other Loan Party shall include the Borrowers or such Loan Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Section 7.4, this Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentTrustee, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1x) the date upon which the obligations Secured Obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate are paid in full and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Samples: Intercreditor Agreement (Quintiles Transnational Corp)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of Discharge such Series of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) (a) the release of all collateral under the Indenture and (b) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination on the Term Loan Priority Collateral and the First Lien Secured Parties Term Loan Claimholders may continue, at any time and without notice to the Second Lien Pari Passu Collateral Agent or any Second Lien Secured Partyother ABL Claimholder subject to the ABL Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any other New Grantor constituting Term Loan Party constituting First Lien Obligations in reliance hereonhereof. The Second Lien Pari Passu Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other ABL Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding of any New Grantor. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party New Grantor shall include the Borrowers or such Loan Party New Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party New Grantor (as the case may be) in any Insolvency or Liquidation ProceedingProceeding of any New Grantor. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of Term Loan Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of ABL Obligations, in each case, subject to Section 5.6Sections 5.6 and 6.5; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of termination; provided, further, that the provisions of Section 9 hereof shall continue until a Discharge of First Lien ABL Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Samples: And Collateral Agency Agreement (Green Plains Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties ABL Claimholders, the Senior Term Claimholders and the Junior Term Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured Partyother Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent Borrower or any Loan Party constituting First Lien Obligations Grantor in reliance hereonhereof. The Second Lien ABL Collateral Agent, on behalf of itself and the Second Lien Secured PartiesABL Claimholders represented by it, each Senior Term Collateral Agent, on behalf of itself and the Senior Term Claimholders represented by it, and each Junior Term Collateral Agent, on behalf of itself and the Junior Term Claimholders represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to the Borrowers Parent Borrower or any other Loan Party Grantor shall include the Borrowers Parent Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers Parent Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 1 contract
Samples: Term Intercreditor Agreement (Hornbeck Offshore Services Inc /La)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement Each of lien subordination Landlord and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations in reliance hereon. The Second Lien each Tenant Financing Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Tenant Financing Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party Tenant shall include the Borrowers or such Loan Party Tenant as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party (as the case may be) Tenant in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of CPLV Lease Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of Tenant Financing Obligations, in each case, subject to Section 5.65.4 and Section 6.4; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall has become effective when executed and delivered by effective, as at the parties heretodate hereof. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent Trustee or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral AgentTrustee, on behalf of itself and the Second Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral AgentTrustee, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Note Indenture terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of each Series may continue, at any time and without notice to any Claimholder of the Second Lien Collateral Agent or any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantors constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Each Agent, on behalf of itself and the Second Lien Secured Partieseach Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party (as the case may be) such Grantor in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties any Agent and the Second Lien Claimholders represented by such Agent and their Obligations, upon the later of (1) on the date upon on which the obligations under the Second Lien Credit Agreement terminate if there all Obligations of such Claimholders are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien ObligationsDischarged, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination. Upon the occurrence of the Discharge of RBL Credit Agreement Obligations (other than in connection with a Replacement Credit Agreement), the RBL Agent shall deliver prompt notice thereof to the Midstream Agent.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement, which the parties hereto expressly acknowledge is a continuing agreement “subordination agreement” under Section 510(a) of lien subordination the Bankruptcy Code, shall, for the avoidance of any doubt, be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. The First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Lender or any Second Lien Secured PartyClaimholder subject to the Second Lien Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First Lien Secured Obligations in reliance hereonhereof. The Second Lien Collateral AgentLender, for itself and on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentLender, the Second Lien Secured Parties Claimholders and the Second Lien Secured Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Secured Obligations outstanding on such date and (2) if there are other Second Lien Secured Obligations outstanding on such date, the date upon which such Second Lien Secured Obligations terminate terminate, provided that any such termination shall not be effective if the events described in clauses (1) or (2) occur as a result of any violation of this Agreement on or prior to such termination and shall be subject to reinstatement as provided in Section 6.5 and (ii) subject to Section 5.6, with respect to the First Lien Collateral AgentTrustee, the First Lien Secured Parties Claimholders and the First Lien Secured Obligations, the date of Discharge of First Lien Secured Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.56.4.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Ampex Corp /De/)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof, subject to the provisions of the First Lien Documents and the Second Lien Documents. The Second Lien Collateral Agent, Agent (on behalf of itself and the Second Lien Secured PartiesClaimholders), hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement, other than as set forth in this Agreement. The terms of this This Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate as to such jurisdiction, be ineffective only to the extent of such prohibition or render unenforceable unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (ia) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1i) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (iib) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.55.06 and Section 6.05.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Pledgor Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Pledgor Party shall include the Borrowers Company or such Loan Pledgor Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Pledgor Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Samples: Intercreditor Agreement (Revel Entertainment Group, LLC)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second First Lien Secured PartyParty of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second First Lien Secured PartiesParties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, Agent or the First Lien Secured Parties represented by such Representative or Collateral Agent and the their First Lien Obligations, on the date of Discharge of on which no First Lien ObligationsObligations of such First Lien Secured Parties are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Samples: Assignment and Acceptance (Amneal Pharmaceuticals, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Specified Senior Creditors may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartySpecified Subordinated Creditors, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Borrowers Borrower or any Loan Party other Grantor constituting First Lien Specified Senior Obligations in reliance hereon. The Second Lien Collateral AgentEach Specified Subordinated Creditor hereby agrees that it will not attempt, on behalf directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of itself any provision of this Agreement, and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to Holdings, the Borrowers Borrower or any other Loan Party Grantor shall include Holdings, the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for Holdings, the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, holders of the Second Lien Secured Parties and the Second Lien ObligationsSubordinated Notes, upon the later Discharge of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such dateSubordinated Notes, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, holders of the First Lien Secured Parties and the First Lien ObligationsSubordinated Notes, the date of upon Discharge of First Lien Subordinated Notes, (iii) with respect to CHG and the other Junior Creditors, upon Discharge of the CHG Lease Obligations and (iv) with respect to the Senior Agent and the other Senior Facilities Creditors, upon Discharge of Senior Facilities Obligations, in each case, subject to the rights of the First Lien Secured Parties Specified Senior Creditors under Section 6.59.5 hereof.
Appears in 1 contract
Samples: Multiparty Agreement (Cinedigm Digital Cinema Corp.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Creditors may continue, at any time and without notice to the Second Lien Collateral Agent or any other Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company, the Parent or any Loan Party other Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured PartiesClaimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement, which is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company, the Parent or any other Loan Party Grantor shall include the Borrowers Company, the Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company, the Parent or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the other Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement Documents terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the other First Lien Secured Parties Creditors and the First Lien Obligations, the date of the Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Creditors under Section 6.55.6 (including that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the Credit Agreement with Indebtedness secured by a first priority Lien in any of the Collateral) or Section 6.5 of this Agreement and except to the extent any such term or provision, by its terms, survives any Discharge of First Lien Obligations.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf Agent and each of itself and the Second Second-Lien Secured Parties, Creditors (by its acceptance of the benefits of the Second-Lien Note Documents) hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Note Documents terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral AgentTrustee, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not INTERCREDITOR AGREEMENT invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent or any other Loan Party Grantor shall include the Borrowers Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent or any other Loan Party (as Grantor(as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentTrustee, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, date the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the any First Lien Collateral AgentClaimholder Representative, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge notification by Parent to the Second Lien Collateral Trustee of termination of this Agreement after all First Lien ObligationsObligations have terminated, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.55.5 of this Agreement.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Parity Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any Parity Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Parity Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other Parity Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties Agent and the Second Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, upon the later of (1) on the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Parity Lien Obligations outstanding on of such date and (2) if there Parity Lien Claimholders are other Second Lien Obligations outstanding on such dateany longer secured by, or required to be secured by, any of the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First terms of the applicable Parity Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien ObligationsDocuments, subject to the rights of the First Parity Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations Incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantor constituting First First-Lien Obligations in reliance hereon. The Second Each First-Lien and Second-Lien Collateral Agent, on behalf of itself and the Second First-Lien Secured Partiesand Second-Lien Creditors, respectively, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Second-Lien Obligations, the date of the Discharge of First Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 hereof.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Representative or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Obligor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral AgentRepresentative, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement absent fraud or material misrepresentation by any other party hereto with respect to the transactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Obligor shall include the Borrowers Borrower or such Loan Party Obligor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (ia) with respect to the Second Lien Collateral AgentRepresentative, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1i) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (iib) subject to Section 5.6, with respect to the First Lien Collateral AgentRepresentative, the First Lien Secured Parties Claimholders and the First Lien Obligations, upon the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Transaction Documents, to extend credit and other financial accommodations and lend monies not prohibited hereby to or for the benefit of the Borrowers or any Loan Party Seller constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party shall include the Borrowers or such Loan Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations owing to the Second Lien Claimholders under the Second Lien Credit Receivables Purchase Agreement terminate have been irrevocably paid in full and all commitments thereunder have been terminated if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate have been irrevocably paid in full and all commitments of the Second Lien Claimholders with respect thereto have been terminated and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights reinstatement of the First Lien Secured Parties under Section 6.5Obligations provided for herein.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Claimholders represented by such LEGAL_US_E # 147863226.8 Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of Discharge such Series of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Senior Creditors may continue, at any time and without notice to the Second First Lien Last Out Collateral Agent or any Second other First Lien Secured PartyLast Out Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent Borrower or any Loan Party other Grantor constituting First Lien Senior Obligations in reliance hereon. The Second First Lien Last Out Collateral Agent, on behalf of itself and the Second other First Lien Secured PartiesLast Out Creditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent Borrower or any other Loan Party Grantor shall include the Borrowers Parent Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second First Lien Last Out Collateral Agent, the Second other First Lien Secured Parties Last Out Creditors and the Second First Lien Last Out Obligations, upon the later of (1) the date upon which the obligations under the Second each First Lien Credit Agreement terminate Last Out Note Indenture have terminated if there are no other Second First Lien Last Out Obligations outstanding on such date and (2) if there are other Second First Lien Last Out Obligations outstanding on such date, the date upon which such Second First Lien Last Out Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Senior Collateral Agent, the First Lien Secured Parties other Senior Creditors and the First Lien Senior Obligations, the date of the Discharge of First Lien Senior Obligations, subject to the rights of the First Lien Secured Parties Senior Creditors under Section 6.5.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (RSC Equipment Rental, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Holdings, a Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers any Borrower or any other Loan Party Grantor shall include the Borrowers Holdings, such Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Holdings, either Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second Lien Secured Parties Lenders and the Second Second-Lien Lender Obligations, upon the later Discharge of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such dateLender Obligations, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral AgentLenders, the First Lien Secured Parties Hedge Creditors and the First First-Lien Lender Obligations, upon the date of the Discharge of First First-Lien Lender Obligations, (iii) with respect to the Existing Senior Notes Trustee, the Existing Senior Notes Holders and the Existing Senior Notes Obligations, upon the Discharge of Existing Senior Notes Obligations, in each case subject to the rights of the First Lien Secured Parties such Creditors under Section 6.5, (iv) with respect to the Second-Lien Collateral Agent, upon the Discharge of the Second-Lien Obligations and (v) with respect to the First-Lien Collateral Agent, upon the Discharge of the First-Lien Obligations.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any other Second Lien Secured PartyClaimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral AgentTrustee, on behalf of itself and the each other Second Lien Secured PartiesClaimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of has been a Discharge of First Lien ObligationsObligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the rights date of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Creditors may continue, at any time and without notice to the Second Lien any Collateral Agent or any Second Lien Secured Partyother Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent or any Loan Party other Grantor constituting First First-Lien Obligations or Second-Lien Obligations, as applicable, in reliance hereon. The Second Lien Each Collateral Agent, on behalf of itself and the Second Lien Secured Partiesrespective Creditors for which it is acting as Collateral Agent, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent or any other Loan Party Grantor shall include the Borrowers Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Second-Lien Obligations, the date of the Discharge of First Second-Lien Obligations, subject to the rights of Second-Lien Creditors under Section 8.13 herein and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 hereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Global Aviation Holdings Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Parity Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any Parity Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Parity Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other Parity Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties Agent and the Second Parity Lien Claimholders represented by such Representative or Collateral Agent and their Parity Lien Obligations, upon the later of (1) on the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Parity Lien Obligations outstanding on of such date and (2) if there Parity Lien Claimholders are other Second Lien Obligations outstanding on such dateany longer secured by, or required to be secured by, any of the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect Collateral pursuant to the First terms of the applicable Parity Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien ObligationsDocuments, subject to the rights of the First Parity Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or LEGAL_US_E # 147863226.8 unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of Discharge such Series of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Samples: Credit Agreement (Revlon Inc /De/)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent Borrower or any other Loan Party Grantor shall include the Borrowers Parent Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First U.S. First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Term Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the First Lien Secured Parties ABL Claimholders and the Term Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second Lien Secured Partiesapplicable Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code or any other applicable Bankruptcy Law. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, effect subject to the rights of the First provided to Prior Lien Secured Parties Claimholders under Section 6.5.5.5 and Section 6.4:
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Senior Secured Notes Claimholders upon execution and delivery of this Agreement by the ABL Agent, the Senior Secured Notes Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the First Lien ABL Claimholders, the Senior Secured Parties Notes Claimholders and the Junior Secured Notes Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second Lien Secured Partiesapplicable Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, effect subject to the rights of the First provided to Prior Lien Secured Parties Claimholders under Section 6.5.6.4:
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party shall include the Borrowers Borrower or such Loan Party as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate terminate, and (ii) subject to Section 5.65.5, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, upon the date occurrence of the Discharge of First Lien Obligations, subject to the reinstatement rights of the First Lien Secured Parties under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the First Lien Secured Parties Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the any Second Lien Collateral Agent or any other Second Lien Secured PartyClaimholder or any First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The Each Second Lien Collateral Agent, on behalf of itself and the its Related Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each Representative, on behalf of itself and its Related Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Obligor shall include the Borrowers or such Loan Party Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Borrowers or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination on the ABL Priority Collateral and the First Lien Secured Parties ABL Claimholders may continue, at any time and without notice to the Second Lien Term Loan Collateral Agent or any Second Lien Secured Partyother Term Loan Claimholder subject to the Term Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party ABL Grantor constituting First Lien ABL Obligations in reliance hereonhereof. The Second Lien Term Loan Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Term Loan Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding of the ABL Grantor. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party ABL Grantor shall include the Borrowers or such Loan Party ABL Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party ABL Grantor (as the case may be) in any Insolvency or Liquidation ProceedingProceeding of the ABL Grantor. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of ABL Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of Term Loan Obligations, in each case, subject to Section 5.6Sections 5.6 and 6.5; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyParty of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantor constituting First Lien Secured Obligations in reliance hereon. The Second Each Parity Lien Representative and the Collateral AgentTrustee, on behalf of itself and the Second Lien each other Secured PartiesParty represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Bankruptcy Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers Issuer or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Bankruptcy Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Collateral Trustee, any Parity Lien Collateral Agent, Representative and the Second Lien Secured Parties represented by such Parity Lien Representative and the Second Lien their Secured Obligations, upon in accordance with Sections 7 and 21 (as applicable) of the later Collateral Trustee Agreement; provided, however, that such termination shall not relieve any such party of (1) the date upon which the its obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject incurred hereunder prior to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5such termination.
Appears in 1 contract
Samples: Joinder Agreement (Macy's, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyParty subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date (subject to reinstatement on similar terms as set forth in Section 6.5 hereof as if applied to the Second Lien Obligations) and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.. Terremark — Intercreditor Agreement
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination on the ABL Priority Collateral and the First Lien Secured Parties ABL Claimholders may continue, at any time and without notice to the Second Lien Term Loan Collateral Agent or any Second Lien Secured Partyother Term Loan Claimholder subject to the Term Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers ABL Borrower or any Loan Party ABL Grantor constituting First Lien ABL Obligations in reliance hereonhereof. The Second Lien Term Loan Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Term Loan Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding of any ABL Grantor. Any provision of this Table of Contents Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party ABL Grantor shall include the Borrowers or such Loan Party ABL Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party ABL Grantor (as the case may be) in any Insolvency or Liquidation ProceedingProceeding of any ABL Grantor. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of ABL Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of Term Loan Obligations, in each case, subject to Section 5.6Sections 5.6 and 6.5; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretoRevolving Administrative Agent and the Notes Collateral Agent. This is a continuing agreement of lien Lien subordination (as opposed to debt or claim subordination), and the First Lien Secured Parties Claimholders of any Class may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Partythe other Claimholders of the other Class, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Obligations or Fixed Asset Obligations, as the Borrowers or any Loan Party constituting First Lien Obligations case may be, in reliance hereon. The Second Lien Revolving Administrative Agent, on behalf of itself and the other Revolving Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and the Second Lien Secured Partiesother Fixed Asset Claimholders represented by it, hereby waives waive any right it any of them may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, the Revolving Administrative Agent, on behalf of itself and the other Revolving Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and the other Fixed Asset Claimholders represented by it, irrevocably acknowledge that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-Bankruptcy Law. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers or any other Loan Party (as the case may be) such Grantor in any Insolvency or Liquidation Proceeding. This Agreement shall automatically terminate and be of no further force and effect, effect (ia) with respect to the Second Lien Revolving Administrative Agent, the other Revolving Claimholders, and the Revolving Obligations, on the date that the Discharge of Revolving Obligations has occurred, and (b) with respect to the Fixed Asset Collateral Agent, the Second Lien Secured Parties other Fixed Asset Claimholders and the Second Lien ObligationsFixed Asset Obligations of any Series, upon the later of (1) on the date upon which that the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights Fixed Asset Obligations of the First Lien Secured Parties under Section 6.5such Series has occurred.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Foundation Building Materials, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent Trustee or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Parent or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral AgentTrustee, on behalf of itself and the Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Parent or any other Loan Party Grantor shall include the Borrowers Parent or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Parent or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral AgentTrustee, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.and
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of lien subordination and the First Lien Secured Parties Senior Revolving Claimholders may continue, at any time and without notice to the Second Lien Collateral Term Administrative Agent or any Second Lien Secured PartyTerm Claimholder subject to the Term Credit Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Obligor constituting First Lien Obligations Senior Indebtedness in reliance hereonhereof. The Second Lien Collateral Term Administrative Agent, on behalf of itself and the Second Lien Secured PartiesTerm Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement absent fraud or material misrepresentation by any other party hereto with respect to the transactions contemplated hereby. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Obligor shall include the Borrowers Borrower or such Loan Party Obligor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (ia) with respect to the Second Lien Collateral Term Administrative Agent, the Second Lien Secured Parties Term Claimholders and the Second Lien Subordinated Obligations, upon the later of (1i) the date upon which the obligations under the Second Lien Credit Term Loan Agreement terminate if there are no other Second Lien Subordinated Obligations outstanding on such date and (2ii) if there are other Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second Lien Subordinated Obligations terminate and (iib) subject to Section 5.6, with respect to the First Lien Collateral AgentSenior Indebtedness Representative, the First Lien Secured Parties Senior Revolving Claimholders and the First Lien ObligationsSenior Indebtedness, the date of Discharge of First Lien ObligationsSenior Indebtedness, subject to the rights of the First Lien Secured Parties Senior Revolving Claimholders under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured PartiesClaimholders, and First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement Indenture terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 5.6 and Section 6.5.
Appears in 1 contract
Samples: Intercreditor Agreement (AMERICAN EAGLE ENERGY Corp)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf Agent and each of itself and the Second Second-Lien Secured Parties, Creditors (by its acceptance of the benefits of the Second-Lien Note Documents) hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a �subordination agreement� within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Note Indenture terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which there has been a Discharge of Discharge the Series of First Lien ObligationsObligations in respect thereof, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.52.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Samples: Passu Intercreditor Agreement (Post Holdings, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination on the ABL Priority Collateral and the First Lien Secured Parties ABL Claimholders may continue, at any time and without notice to the Second Lien Term Loan Collateral Agent or any Second Lien Secured Partyother Term Loan Claimholder subject to the Term Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers ABL Borrower or any Loan Party ABL Grantor constituting First Lien ABL Obligations in reliance hereonhereof. The Second Lien Term Loan Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Term Loan Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation ProceedingProceeding of any ABL Grantor. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party ABL Grantor shall include the Borrowers or such Loan Party ABL Grantor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party ABL Grantor (as the case may be) in any Insolvency or Liquidation ProceedingProceeding of any ABL Grantor. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of ABL Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of Term Loan Obligations, in each case, subject to Section 5.6Sections 5.6 and 6.5; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto (it being understood that this Agreement shall become effective among the Grantors, the ABL Claimholders and the Term Claimholders upon execution and delivery of this Agreement by the Existing ABL Agent, the DIP ABL Agent, the Existing Term Agent, the DIP Term Agent, the Specified Mexico Collateral Agent and the Grantors party hereto on the date hereof). This is a continuing agreement of lien Lien subordination (as opposed to an agreement of debt or claim subordination), and the First Lien Secured Parties ABL Claimholders and the Term Claimholders may continue, at any time and without notice to the Second Lien Collateral any other Agent or any Second Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations Grantor in reliance hereon. The Second Lien Collateral AgentEach of the Agents, on behalf of itself and the Second Lien Secured Partiesapplicable Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right it any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a "subordination agreement" within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may beapplicable) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, effect subject to the rights of the First provided to Prior Lien Secured Parties Claimholders under Section 6.5.6.4:
Appears in 1 contract
Samples: Intercreditor Agreement (Libbey Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement Each of lien subordination Landlord and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party constituting First Lien Obligations in reliance hereon. The Second Lien each Tenant Financing Collateral Agent, on behalf of itself and the Second Lien Secured Partieseach other Tenant Financing Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party Tenant shall include the Borrowers or such Loan Party Tenant as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party (as the case may be) Tenant in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien has been a Discharge of Non-CPLV Lease Obligations outstanding on such date and (2y) if there are other Second Lien Obligations outstanding on such date, the date upon on which such Second Lien Obligations terminate and (ii) there has been a Discharge of Tenant Financing Obligations, in each case, subject to Section 5.65.4 and Section 6.4; provided, with respect however, that no termination shall relieve any party of its obligations incurred hereunder prior to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Notes Agent or any other Second Lien Secured PartyClaimholder subject to the Second Lien Notes Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Notes Agent, on behalf of itself and the each other Second Lien Secured PartiesClaimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-possession debtor‑in‑possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect effect on the earlier to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later occur of (1x) the date upon on which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of has been a Discharge of First Lien ObligationsObligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the rights date of the First Lien Secured Parties under Section 6.5termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Senior Lien Secured Parties Claimholders may continue, at any time and without notice to the Second any Junior Lien Collateral Agent Representative or any Second other Junior Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of one or more of the Borrowers or any Loan Party Parties constituting First Lien Obligations, Second Lien Obligations or Third Lien Obligations, as the case may be, in reliance hereon. The Second Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and the Second each other Junior Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers or any other Loan Party shall include the Borrowers or such Loan Party as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar person for the Borrowers or any other Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 1 contract
Samples: Four Lien Intercreditor Agreement (Franchise Group, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Second Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Second Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the each other Second Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties Agent and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Claimholders represented by such Representative or Collateral Agent and their Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, on the date of on which there has been a Discharge of First such Series of Second Lien Obligations, subject to the rights of the First Second Lien Secured Parties Claimholders under Section 6.52.6; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Samples: Passu Intercreditor Agreement (Franchise Group, Inc.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesCreditors, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, E-24 in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Subordinated Notes Documents terminate if there are no other Second Second-Lien Subordinated Obligations outstanding on such date and (2) if there are other Second Second-Lien Subordinated Obligations outstanding on such date, the date upon which such Second Second-Lien Subordinated Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (CMP Susquehanna Radio Holdings Corp.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyClaimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, Agent (on behalf of itself and the Second Lien Secured PartiesClaimholders), hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this This Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate as to such jurisdiction, be ineffective only to the extent of such prohibition or render unenforceable unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. All references to the Borrowers any Borrower or any other Loan Party Grantor shall include the Borrowers such Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers any Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (ia) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties Claimholders and the Second Lien Obligations, upon the later of (1i) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no and payment has been made in full in cash of all other Second Lien Obligations outstanding on such date and (2ii) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (iib) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.55.06 and Section 6.05.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Senior Claimholders may continue, at any time and without notice to the Second Lien Collateral Revolving and Term Loan Administrative Agent or any Second Lien Secured PartyRevolving and Term Loan Claimholder subject to the Revolving and Term Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Obligor constituting First Lien Senior Obligations in reliance hereonhereof. The Second Lien Collateral Revolving and Term Loan Administrative Agent, on behalf of itself and the Second Lien Secured PartiesRevolving and Term Loan Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Obligor shall include the Borrowers Borrower or such Loan Party other Obligor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, : (ia) with respect to the Second Lien Collateral Senior Administrative Agent, the Second Lien Secured Parties Senior Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Senior Obligations, the date of Discharge of First Lien Senior Obligations, subject to Section 5.6 and the rights of the First Lien Secured Parties Senior Claimholders under Section 6.5.; and
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the First Lien Secured Parties Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any other Second Lien Secured PartyClaimholder or the First Lien Collateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereon. The Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and the its Related Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, and each First Lien Representative on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Obligor shall include the Borrowers or such Loan Party Obligor as debtor and debtor-in-possession and any receiver receiver, trustee or trustee similar Person for the Borrowers or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5.:
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Mallinckrodt PLC)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesClaimholders, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Claimholders and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Notes Documents terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 of this Agreement. Notwithstanding any to the contrary within in this Agreement, the terms and provisions of this Agreement shall terminate upon the Discharge of the First-Lien Obligations, except to the extent any such term or provision, by its terms, survives any Discharge of the First-Lien Obligations or is reinstated in accordance with its terms.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party other Grantor constituting First First-Lien Obligations in reliance hereon. The Second Second-Lien Collateral Agent, on behalf of itself and the Second other Second-Lien Secured PartiesCreditors, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Second-Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement Subordinated Notes Documents terminate if there are no other Second Second-Lien Subordinated Obligations outstanding on such date and (2) if there are other Second Second-Lien Subordinated Obligations outstanding on such date, the date upon which such Second Second-Lien Subordinated Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First other First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 of this Agreement.
Appears in 1 contract
Samples: Intercreditor Agreement (CMP Susquehanna Radio Holdings Corp.)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Second Lien Secured Parties Claimholders may continue, at any time and without notice to any other Second Lien Agent or Second Lien Claimholder subject to the Second Lien Collateral Agent or any Second Lien Secured PartyDocuments, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Obligor constituting First Second Lien Obligations in reliance hereonhereof. The Each Second Lien Collateral Agent, on behalf of itself and the applicable Second Lien Secured PartiesClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers an Issuer or any other Loan Party Obligor shall include the Borrowers or such Loan Party Person as debtor and debtor-in-possession and any receiver or trustee for the Borrowers such Issuer or any other Loan Party Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to effect upon the Discharge of Second Lien Collateral Agent, the Obligations or if all Second Lien Secured Parties and Obligations (other than the Second Lien CIT Leasing Support Obligations, upon the later of (1) the date upon which the become unsecured obligations as contemplated under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, Documents in the date upon which such Second Lien Obligations terminate and (ii) subject event of an upgrade to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.5an investment grade credit rating.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second other Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers or any Loan Party Grantor constituting First First-Lien Obligations in reliance hereon. The Second Each First-Lien and Second-Lien Collateral Agent, on behalf of itself and the Second First-Lien Secured Partiesand Second-Lien Creditors, respectively, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers or any other Loan Party Grantor shall include the Borrowers or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrowers or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second other Second-Lien Secured Parties Creditors and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Second-Lien Obligations, the date of the Discharge of First Second-Lien Obligations and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.56.5 hereof.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties Claimholders of any Series may continue, at any time and without notice to the Second any First Lien Collateral Agent or Claimholder of any Second Lien Secured Partyother Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Company or any Loan Party Grantor constituting First Lien Obligations in reliance hereon. The Second Lien Each Representative and each Collateral Agent, on behalf of itself and the Second each other First Lien Secured PartiesClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Borrowers Company or any other Loan Party Grantor shall include the Borrowers Company or such Loan Party Grantor as debtor and debtor-in-debtor in possession and any receiver receiver, trustee or trustee similar person for the Borrowers Company or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) effect with respect to the Second Lien any Representative or Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties Agent and the First Lien Obligations, the date of Discharge of Claimholders represented by such Representative or Collateral Agent and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Claimholders are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties Claimholders under Section 6.5II.F; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.
Appears in 1 contract
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Secured Parties Creditors may continue, at any time and without notice to the Second Second-Lien Collateral Agent or any Second Second-Lien Secured PartyCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First First-Lien Obligations in reliance hereonhereof. The Second Second-Lien Collateral Agent, on behalf of itself and the Second Second-Lien Secured PartiesCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Second-Lien Collateral Agent, the Second Second-Lien Secured Parties Creditors and the Second Second-Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Second-Lien Credit Agreement terminate if there are no other Second Second-Lien Obligations outstanding on such date and (2) if there are other Second Second-Lien Obligations outstanding on such date, the date upon which such Second Second-Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First First-Lien Collateral Agent, the First First-Lien Secured Parties Creditors and the First First-Lien Obligations, the date of the Discharge of First First-Lien Obligations, subject to the rights of the First First-Lien Secured Parties Creditors under Section 6.5.
Appears in 1 contract
Samples: Intercreditor Agreement (EnerSys)
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured PartyParty (subject, however, to the provisions of Section 5.03(a)), to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrowers Borrower or any Loan Party Grantor constituting First Lien Obligations in reliance hereonhereof. The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, hereby waives any right and all rights it may now or hereafter have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrowers Borrower or any other Loan Party Grantor shall include the Borrowers Borrower or such Loan Party Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrowers Borrower or any other Loan Party Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, (i) with respect to the Second Lien Collateral Agent, the other Second Lien Secured Parties and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the other First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.56.05.
Appears in 1 contract
