Intercreditor Agreement and Collateral Trust Agreement. (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to the full extent thereof.
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Samples: Indenture (Goodrich Petroleum Corp), First Supplemental Indenture (Goodrich Petroleum Corp)
Intercreditor Agreement and Collateral Trust Agreement. Each Lender hereunder (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement, in each case, as if it were was a signatory thereto and will take no actions contrary (d) authorizes and instructs (1) the Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee, in each case, on behalf of such Lender, and by its acceptance of the benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. Notwithstanding anything herein to the contrary, each Lender, the Administrative Agent and the Collateral Trustee acknowledges that the Lien and security interest granted to the Collateral Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have the Collateral Trust Agreement. In the event of a conflict or any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with inconsistency between the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct Agreement or the Trustee Collateral Trust Agreement and the Collateral Trustee (i) to take such actions as shall be required to release Liens on Security Instruments, the terms of the Intercreditor Agreement or the Collateral in accordance with Trust Agreement, as applicable, shall prevail. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement and (ii) to enter into such amendmentsthe Collateral Trust Agreement, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement shall prevail. The foregoing provisions are intended as an inducement to the full extent thereofFirst Lien Lenders to permit the incurrence of Obligations under this Agreement and to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions.
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Intercreditor Agreement and Collateral Trust Agreement. Each Lender hereunder (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement, in each case, as if it were was a signatory thereto and will take no actions contrary (d) authorizes and instructs (1) the Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee, in each case, on behalf of such Lender, and by its acceptance of the benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. Notwithstanding anything herein to the contrary, each Lender, the Administrative Agent and the Collateral Trustee acknowledges that the Lien and security interest granted to the Collateral Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with the terms of the Intercreditor Collateral Trust Agreement. By accepting In the event of a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Trustee (i) to take such actions as shall be required to release Liens on the Collateral in accordance with conflict or any inconsistency between the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth thereinCollateral Trust Agreement and the Security Instruments, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement to or the full extent thereof.Collateral Trust Agreement, as applicable, shall prevail. In the event of a conflict or any 154 EXCO Resources, Inc.
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Intercreditor Agreement and Collateral Trust Agreement. (a) By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders Each Lender hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge (a) acknowledges that it has received a copy of the Intercreditor Agreement and the Collateral Trust Agreement. By accepting a Note, each Holder is deemed to (ab) consent consents to the subordination and equalization, as applicable, of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth provided for in the Intercreditor Agreement, (b) authorize and direct the Trustee and the Collateral Trustee to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder that it will be bound by by, and will take no actions contrary to, the provisions of the Intercreditor Agreement or to the provisions of the Collateral Trust Agreement, in each case, as if it were was a signatory thereto and will take no actions contrary (d) authorizes and instructs (1) the Administrative Agent to enter into the Collateral Trust Agreement (including any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Administrative Agent and (2) the Collateral Trustee to enter into the Intercreditor Agreement and the Collateral Trust Agreement (including, in each case, any and all amendments, amendments and restatements, modifications, supplements and acknowledgements thereto permitted hereby from time to time) as Collateral Trustee, in each case, on behalf of such Lender, and by its acceptance of the benefits of the Security Instruments, hereby acknowledges and agrees to be bound by all such provisions. Notwithstanding anything herein to the contrary, each Lender, the Administrative Agent and the Collateral Trustee acknowledges that the Lien and security interest granted to the Collateral Trustee pursuant to the Security Instruments and the exercise of any right or remedy by the Administrative Agent and/or the Collateral Trustee thereunder, are subject to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have the Collateral Trust Agreement. In the event of a conflict or any right of action whatsoever against the Trustee as a result of any action taken by the Trustee pursuant to this Section 11.04 or in accordance with inconsistency between the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct Agreement or the Trustee Collateral Trust Agreement and the Collateral Trustee (i) to take such actions as shall be required to release Liens on Security Instruments, the terms of the Intercreditor Agreement or the Collateral in accordance with Trust Agreement, as applicable, shall prevail. In the event of a conflict or any inconsistency between the terms of the Intercreditor Agreement and (ii) to enter into such amendmentsthe Collateral Trust Agreement, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof or incurrence or refinancing or the granting of any Liens to secure any Pari Passu Indebtedness or Junior Lien Indebtedness permitted hereunder or as is otherwise set forth therein, as are reasonably acceptable to the Trustee and Collateral Trustee to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee shall have the benefit of the provisions of Article Seven with respect to all actions taken by it pursuant to this Section 11.04 or in accordance with the terms of each of the Intercreditor Agreement shall prevail. The foregoing provisions are intended as an inducement to the full extent thereofFirst Lien Lenders to permit the incurrence of Obligations under this Agreement and to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions.
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