Term Intercreditor Agreement Sample Clauses

Term Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the Term Intercreditor Agreement. In the event of any conflict between the terms of the Term Intercreditor Agreement and this Security Agreement or any other Collateral Document (other than the ABL Intercreditor Agreement), the terms of the Term Intercreditor Agreement shall govern and control.
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Term Intercreditor Agreement. The Lenders party hereto, by their respective signatures below, hereby approve the form of Term Intercreditor Agreement attached as Exhibit B hereto and authorize and instruct the Administrative Agent to enter into the Term Intercreditor Agreement on the Fifth Amendment Effective Date.
Sample 1
Term Intercreditor Agreement. It is hereby agreed that any of the Term Secured Parties (as among themselves) may enter into intercreditor agreements or similar arrangements (including without limitation the Term Intercreditor Agreement dated as of the date hereof between the Term Collateral Agent and the Notes Collateral Agent) governing the rights, benefits and privileges as among the Term Secured Parties in respect of the Collateral, this Agreement and the other Term Documents, including as to application of proceeds of the Collateral, control of the Collateral and waivers, modifications and releases with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement (each, as such agreement or arrangement may be amended, supplemented, restated or otherwise modified from time to time, a “Term Intercreditor Agreement”). In the event that any Term Intercreditor Agreement exists, the provisions thereof shall not, as between any of the ABL Secured Parties, on the one hand, and the any of the Term Secured Parties, on the other hand, be (or be construed to be) an amendment, modification or other change to this Agreement and the provisions of this Agreement shall remain in full force and effect in accordance with the terms hereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof).
Sample 1
Term Intercreditor Agreement. Each Lender hereby (a) agrees that this Agreement and the other Loan Documents, and the rights and remedies of the Agent and the Lenders hereunder and thereunder, are subject to the terms of the Term Intercreditor Agreement (and to the extent any term of this Agreement or any other Loan Document conflicts or is inconsistent with the terms thereof, the terms of the Term Intercreditor Agreement shall control), (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Term Intercreditor Agreement, and (c) hereby authorizes and instructs the Agent to enter into the Term Intercreditor Agreement.
Sample 1
Term Intercreditor Agreement. Each Bank hereby authorizes and ratifies the execution and delivery by the Agent, on behalf of such Bank, of the Term Intercreditor Agreement, together with all amendments to and waivers of the provisions of such Agreement that the Agent (in its reasonable judgment) considers necessary or appropriate, and such Bank hereby agrees to be bound by the terms and conditions thereof.
Sample 1

Related to Term Intercreditor Agreement

  • Intercreditor Agreement The Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the incurrence by any Credit Party of any Refinanced Debt (as defined in the First Lien Credit Agreement), Permitted Second Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that the Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the First Lien Credit Documents, which Liens shall be subject to the terms and conditions of the Intercreditor Agreement (or other customary intercreditor arrangements), (ii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (or such other customary intercreditor arrangements) and (iii) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement (and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements, including in connection with the incurrence by any Credit Party of any Refinanced Debt (as defined in the First Lien Credit Agreement), Permitted Second Priority Refinancing Debt or any Permitted Junior Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the Borrowers or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to (a) the First Lien Creditors to extend credit to the Borrowers and (b) any potential provider of Permitted Second Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt to extend credit to the Borrowers and such First Lien Creditors and such providers of Permitted Second Priority Refinancing Debt and Permitted Junior Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (or other customary intercreditor arrangements, if applicable).

  • Amendment to Intercreditor Agreement The Lenders hereby authorize and direct the Administrative Agent to enter into an amendment to the Intercreditor Agreement in substantially the form attached hereto as Exhibit B.

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

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

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