ABL/Term Loan Intercreditor Agreement. Any provision of the ABL/Term Loan Intercreditor Agreement which is material to the interests of the Lenders shall cease to be in full force or effect (except in accordance with its terms); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 9.05 shall occur with respect to the Company, the result which would occur upon the giving of written notice by the Administrative Agent to the Company as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitments terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (iv) apply any cash collateral held pursuant to this Agreement to pay Obligations.
ABL/Term Loan Intercreditor Agreement. The Administrative Agent shall have received the ABL/Term Loan Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by Term Loan Agent and acknowledged by each Credit Party. For purposes of determining whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.
ABL/Term Loan Intercreditor Agreement. This Agreement is an “Indenture” under and as defined in the ABL/Term Loan Intercreditor Agreement. Subsection 8.6 is designated as the covenant hereunder applicable for purposes of the definition of “Additional Indebtedness” under the ABL/Term Loan Intercreditor Agreement. Subsection 8.1 is designated as the covenant hereunder applicable for purposes of the definition of “Additional Specified Indebtedness” under the ABL/Term Loan Intercreditor Agreement.
ABL/Term Loan Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, each Lender acknowledges that the Liens and security interest granted to the Administrative Agent pursuant to the Collateral Documents and the exercise of any right or remedy by such Administrative Agent thereunder are subject to the provisions of the ABL-Term Loan Intercreditor Agreement. In the event of any conflict between the terms of the ABL-Term Loan Intercreditor Agreement and the Collateral Documents, the terms of the ABL-Term Loan Intercreditor Agreement shall govern and control.
ABL/Term Loan Intercreditor Agreement. Notwithstanding anything herein to the contrary, each of Agent, on behalf of the Lenders, and each Loan Party acknowledges that the Lien and security interests granted to Agent pursuant to this Agreement and the other Loan Documents and the exercise of any right or remedy by Agent thereunder and the obligations of the Loan Parties under this Agreement and the other Loan Documents are subject to the provisions of the ABL/Term Loan Intercreditor Agreement, which Agent is hereby directed by the Lenders to execute and deliver, and perform in accordance with its terms. In the event of any conflict between the terms of the ABL/Term Loan Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the ABL/Term Loan Intercreditor Agreement shall govern and control and notwithstanding anything to the contrary herein, Agent and the Lenders hereby agree and acknowledge that prior to the Discharge of ABL Obligations any requirement of this Agreement to deliver any ABL Priority Collateral, or the proceeds thereof, to Agent shall be deemed satisfied by delivery of such ABL Priority Collateral or the proceeds thereof to the ABL Agent.
ABL/Term Loan Intercreditor Agreement. (a) Each of the Lenders hereby acknowledges that it has received and reviewed the ABL/Term Loan Intercreditor Agreement and agrees to be bound by the terms thereof as if such Lender was a signatory thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby (a) acknowledges that Barclays Bank PLC is acting under the ABL/Term Loan Intercreditor Agreement as the “Initial Fixed Asset Collateral Agent” and Barclays Bank PLC is or may be a Lender hereunder and/or under the ABL Credit Agreement and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the Administrative Agent any claims, cause of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby authorizes and directs the Administrative Agent to enter into the ABL/Term Loan Intercreditor Agreement on behalf of such Lender and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of the ABL/Term Loan Intercreditor Agreement.
(b) Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the ABL/Term Loan Intercreditor Agreement. In the event of any conflict between the terms of the ABL/Term Loan Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the ABL/Term Loan Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Lenders) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement, and until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), (i) no Loan Party shall be required hereunder or under any other Loan Document to take any action with respect to the ABL Priority Collateral intended or purporting to secure the ABL Obligations on a first priority basis that is inconsistent with such Loan Party’s obligations under the applicable ABL Documents and (ii) any obligation of any Loan Party here...
ABL/Term Loan Intercreditor Agreement. Notwithstanding anything to the contrary herein, this Agreement and the other Loan Documents, the Liens granted to Agent pursuant to the Loan Documents and the exercise of any right or remedy by Agent thereunder with respect to the Collateral, are subject to the provisions of the ABL/Term Loan Intercreditor Agreement. In the event of any conflict between the terms of the ABL/Term Loan Intercreditor Agreement and the Loan Documents, the terms of the ABL/Term Loan Intercreditor Agreement shall govern and control (including as to whether a particular Lien of Agent shall have priority over other Liens of Term Loan Agent). So long as the ABL/Term Loan Intercreditor Agreement is in effect, a Loan Party may satisfy its obligations to deliver possession or control of any Collateral to Agent by delivering possession or control of (a) any ABL Priority Collateral to Agent (or its agent, designee or bailee) or (b) any Term Loan Priority Collateral to Term Loan Agent (or its agent, designee or bailee).
ABL/Term Loan Intercreditor Agreement. This Agreement is an “Additional Credit Facility” under and as defined in the ABL/Term Loan Intercreditor Agreement. The Initial Term Loans have been designated as, and constitute, “Additional Indebtedness” under and as defined in the ABL/Term Loan Intercreditor Agreement. Subsection 8.6 is designated as the covenant hereunder applicable for purposes of the definition of “Additional Indebtedness” under the ABL/Term Loan Intercreditor Agreement. Subsection 8.1 is designated as the covenant hereunder applicable for purposes of the definition of “Additional Specified Indebtedness” under the ABL/Term Loan Intercreditor Agreement.
ABL/Term Loan Intercreditor Agreement. The Borrower shall have executed and delivered to the ABL Agent an “Additional Indebtedness Designation”, pursuant to and as defined in the ABL/Term Loan Intercreditor Agreement, with respect to this Agreement.
ABL/Term Loan Intercreditor Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge that the security interest and Liens granted to the Collateral Agent herein for the benefit of the Collateral Agent, the Secured Parties and the other holders of the Secured Obligations and the rights, remedies, duties and obligations provided for herein are subject to the terms of the ABL/Term Loan Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Security Agreement and the ABL/Term Loan Intercreditor Agreement, the provisions of the ABL/Term Loan Intercreditor Agreement shall control. Nothing contained in the ABL/Term Loan Intercreditor Agreement shall be deemed to modify any of the provisions of this Security Agreement, which, as among the Grantors and Collateral Agent shall remain in full force and effect in accordance with its terms.
