First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt.
FirstSecond Lien Agent, on behalf of itself and each FirstSecond Lien Secured Party, hereby acknowledges that SecondFirst Lien Agent, acting for and on behalf of the SecondFirst Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the SecondFirst Lien Documents to secure the SecondFirst Lien Debt.
First Lien Agent, on behalf offor itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties, has been granted Liens upon allParties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral pursuantor the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents to securein accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Debt.Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.
First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for itself and on behalf of the other Second Lien Secured Parties, has been granted Liens upon allacknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Collateral pursuant to the SecondFirst Lien Documents to secure the Second Lien Debt.
First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for itself and on behalf of the other Second Lien Secured Parties, has been granted Liens upon all ofParties for whom it is acting as agent, hereby agrees that: # any Lien on the Collateral pursuantsecuring the First Lien Debt now or hereafter held by or for the benefit or on behalf of any First Lien Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the Second Lien Documents to secureDebt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any agent or trustee therefor; and # any Lien on the Collateral securing any of the Second Lien Debt now or hereafter held by or for the benefit or on behalf of any Second Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Debt.
Representations by First Lien Secured Parties. First Lien Agent, on behalf of itself and each First Lien Secured Party,Parties, hereby acknowledges thatrepresents and warrants to Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt.Agent that:
First Lien Agent, on behalf of itself and each FirstRepresentations by Second Lien Secured Party, hereby acknowledges thatParties. Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuantrepresents and warrants to the SecondFirst Lien Documents to secure the Second Lien Debt.Agent that:
First Lien Agent, on behalfDocuments, the ownership of itself and each First Lien Secured Party, hereby acknowledges thatany Collateral or the perfection or priority of any Liens thereon. Second Lien Agent, actingAgent agrees, for itself and on behalf of the other Second Lien Secured Parties, has been granted Liens upon allthat the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral pursuantor otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents to secure the Second Lien Debt.Documents), regardless of any knowledge thereof which they may have or be charged with.
FirstSecond Lien Agent, on behalf of itself and eachthe other Second Lien Secured Parties, agrees that none of them shall seek or accept adequate protection without the prior written consent of First Lien Secured Party, hereby acknowledges thatAgent; except, that, Second Lien Agent, acting for anditself or on behalf of the other Second Lien Secured Parties, has been granted Liens upon allshall be permitted # to obtain adequate protection in the form of the benefit of additional or replacement Liens on the Collateral pursuant to(including proceeds thereof arising after the Second Lien Documentscommencement of any Insolvency or Liquidation Proceeding), or additional or replacement collateral to secure the Second Lien Debt.Debt, in connection with any DIP Financing or use of cash collateral as provided for in [Section 7.2] above, or in connection with any such adequate protection obtained by First Lien Agent and the other First Lien Secured Parties, as long as in each case, First Lien Agent is also granted such additional or replacement Liens or additional or replacement collateral and such Liens of Second Lien Agent or such other Second Lien Secured Party are subordinated to the Liens securing the First Lien Debt to the same extent as the Liens of Second Lien Agent and such other Second Lien Secured Parties on the Collateral are subordinated to the Liens of First Lien Agent and the other First Lien Secured Parties hereunder and # to obtain adequate protection in the form of reports, notices, inspection rights and similar forms of adequate protection to the extent granted to First Lien Agent.
No New Liens. So long as the Discharge of First Lien Agent,Debt has not occurred, the parties hereto agree that, after the date hereof, if any Second Lien Secured Party shall hold any Lien on behalfany assets of itselfany Grantor securing any Second Lien Debt that are not also subject to the first priority Lien of First Lien Agent under the First Lien Documents (unless as a result of the written waiver by First Lien Agent of such Lien), upon demand by First Lien Agent or such Grantor, at First Lien Agent’s option, either such Second Lien Secured Party shall release such Lien or such Grantor shall grant a Lien thereon to First Lien Agent in a manner and eachon terms satisfactory to First Lien Agent. To the extent that the provisions of this [Section 2.4] are not complied with for any reason, without limiting any other right or remedy available to First Lien Agent or any other First Lien Secured Party, hereby acknowledges that Second Lien Agent, actingAgent agrees, for itself and on behalf of the other Second Lien Secured Parties, has been granted Liens upon all of the Collateralthat any amount received by or distributed to any Second Lien Secured Party pursuant to the Secondor as a result of any Lien Documentsgranted in contravention of this Section shall be subject to secure the Second Lien Debt.[Section 5] hereof.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.