Intercreditor Agent. (a) The parties acknowledge that all of the rights, protections, immunities and powers (including, without limitation, the right to indemnification) applicable to Xxxxx Fargo Bank, National Association as Administrative Agent under the Credit Agreement are hereby incorporated by reference and shall be applicable to Xxxxx Fargo Bank, National Association as Intercreditor Agent under this Agreement as if fully set forth herein.
(b) It is understood that any reference to the Intercreditor Agent taking any action, making any determinations, requests, directions, consents or elections, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any rights or duties under this Agreement shall be pursuant to written direction from the Required Lenders (as defined in the Credit Agreement).
Intercreditor Agent. Upon receipt by the Collateral and Intercreditor Agent of a written notice from any Voting Creditor Representative that a Collateral Event of Default has occurred and is continuing and while it has not received notice of the cessation of such Collateral Event of Default, the Collateral and Intercreditor Agent may, at is own discretion (but shall not be obligated to) or shall, upon the written direction of the Required Creditors, exercise its powers under Section 3.1 hereof to liquidate investments credited to any Event of Loss Account and transfer all amounts held therein to a Collateral Account for distribution pursuant to Section 4.2.
Intercreditor Agent. Citibank N.A., as intercreditor agent (the “Intercreditor Agent”).
Intercreditor Agent. 2.3.1 Notwithstanding anything to the contrary expressed or implied herein, the Intercreditor Agent shall not:
(a) be bound to inquire as to (i) whether or not any representation made by any Person in connection with any Transaction Document is true, (ii) the occurrence or otherwise of any Default or Event of Default, (iii) the performance by any Person of its obligations under any of the Trans action Documents or (iv) any breach of or default by any Person of its obligations under any of the Transaction Documents;
(b) be bound to account to any Person for any sum or the profit element of any sum received by it for its own account;
(c) be bound to disclose to any other Person any information relating to the Project or any Person if such disclosure would, or might, constitute a breach of any law or regulation or be otherwise actionable at the suit of any Person;
(d) be under any fiduciary duties or obligations other than those for which express provision is made herein or in any of the other Financing Documents to which it is a party; or
(e) whether at the direction of the Required Secured Parties (pursuant to a Remedies Instruction or otherwise), and regardless of whether it is indemnified with respect thereto, be required to take or direct the Collateral Agent to take any action which it believes, based on a written opinion of counsel, is in conflict with any Applicable Law, any Governmental Approval, this Agreement or any other Financing Document or any order of any court or administrative agency.
2.3.2 The Intercreditor Agent is not responsible for and does not accept any responsibility for: (i) any recitals, statements, representations or warranties made by any Obligor, any Project Party or any Senior Secured Party (other than itself in its capacity as Intercreditor Agent) contained in this Agreement or any other Transaction Document or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement or any other Transaction Document; (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for hereunder or thereunder; (iii) the value, validity, perfection, priority or enforceability of any Lien purported to be created by any Senior Security Document; or (iv) any failure by any Obligor, any Project Party or any Senior Secured Party (other than itself in its capacit...
Intercreditor Agent. THE FUJI BANK, LIMITED Technical Agent --------------- CREDIT LYONNAIS Tranche B Lenders ----------------- CREDIT LYONNAIS By /s/ PHILIPPE SOUSTRA -------------------------------- Name: Philippe Soustra Title: Attorney-in-Fact THE DAIWA BANK, LIMITED NEW YORK BRANCH By /s/ SHINXXXX XXXXX -------------------------------- Name: Shinxxxx Xxxxx Title: Attorney-in-Fact THE DAI-ICHI KANGYO BANK, LIMITED NEW YORK BRANCH By /s/ TAKAXXXX XXXXXXXX -------------------------------- Name: Takaxxxx Xxxxxxxx Title: Attorney-in-Fact THE FUJI BANK, LIMITED NEW YORK BRANCH By /s/ HAJIXX XXXXXXXX -------------------------------- Name: Hajixx Xxxxxxxx Title: Attorney-in-Fact THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY By /s/ KENIXXXXX XXXXXX -------------------------------- Name: Kenixxxxx Xxxxxx Title: Attorney-in-Fact KOREA FIRST BANK NEW YORK AGENCY By /s/ HEUNG-JE KIM -------------------------------- Name: Heung-Je Kim Title: Attorney-in-Fact THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED NEW YORK BRANCH By /s/ KENIXXX XXXXX -------------------------------- Name: Kenixxx Xxxxx Title: Attorney-in-Fact THE MITSUBISHI BANK, LIMITED NEW YORK BRANCH By /s/ YOSHXXXXXXX XXXX -------------------------------- Name: Yoshxxxxxxx Xxxx Title: Attorney-in-Fact THE MITSUBISHI TRUST AND BANKING CORPORATION NEW YORK BRANCH By /s/ TATSUHISA TESHIMA -------------------------------- Name: Tatsuhisa Teshima Title: Attorney-in-Fact THE NORINCHUKIN BANK NEW YORK BRANCH By /s/ SHOJXXX XXXXXXXX -------------------------------- Name: Shojxxx Xxxxxxxx Title: Attorney-in-Fact THE SAKURA BANK, LIMITED NEW YORK BRANCH By /s/ MASAX XXXXXXX -------------------------------- Name: Masax Xxxxxxx Title: Attorney-in-Fact THE SANWA BANK, LIMITED NEW YORK BRANCH By /s/ AKIRX XXXXXXXX -------------------------------- Name: Akirx Xxxxxxxx Title: Attorney-in-Fact SOCIETE GENERALE TOKYO BRANCH By /s/ PATRXXX XXXGER -------------------------------- Name: Patrxxx Xxxger Title: General Manager for Japanese Branches THE SUMITOMO BANK, LIMITED NEW YORK BRANCH By /s/ KIYOXXXX XXXXXXXX -------------------------------- Name: Kiyoxxxx Xxxxxxxx Title: Attorney-in-Fact THE TOKAI BANK, LIMITED NEW YORK BRANCH By /s/ TORU XXXXX -------------------------------- Name: Toru Xxxxx Title: Attorney-in-Fact Schedule 1
Intercreditor Agent. From:
(1) The Secretary of State for Transport ("Secretary of State")
(2) [Successor Operator]
1. We refer to the provisions of paragraph 1 of Schedule 2.1 (Section 54 Undertakings) of the Agreement (Umbrella Agreement) dated [ ] and made between the Secretary of State for Transport (1) Cross London Trains Limited (2) Siemens PLC (3) and First Capital Connect Limited (4) governing the arrangements in the event that the Secretary of State elects to procure that a Transfer Scheme is effected in order to fulfil his undertaking to procure that on each Operator Succession Date a Successor Operator enters into a Permitted Contracts Restructuring Arrangement.
2. Words and expressions defined in the Master Definitions Agreement dated [ ] 2013 and made between [List all parties] shall bear the same meaning when used in this Certificate.
3. In addition, in this Certificate:
Intercreditor Agent. The Intercreditor Agent is acting in accordance with clause 53.1 (Required consents) of the Common Terms Agreement. 611572-v1\BAHDMS
Intercreditor Agent. Senior-Priority Agents and Second-Priority Agents. It is understood and agreed that (a) JPMCB is entering into this Agreement in its capacity as administrative agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to JPMCB as administrative agent thereunder shall also apply to JPMCB as Intercreditor Agent hereunder, (b) The Bank of New York Mellon Trust Company, N.A. is EXECUTION VERSION entering into this Agreement in its capacity as Trustee and as Collateral Agent under the Second Lien Notes Indenture, and the provisions of Article 7 of the Second Lien Notes Indenture applicable to the Trustee thereunder shall also apply to it hereunder, (c) The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement in its capacity as trustee under the First Lien Notes Indenture, and the provisions of Article 7 of the First Lien Notes Indenture applicable to The Bank of New York Mellon Trust Company, N.A. thereunder shall also apply to it hereunder and (d) The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement in its capacity as trustee and as collateral agent under the 1-1/2 Lien Notes Indenture, and the provisions of Article 7 of the 1-1/2 Lien Notes Indenture applicable to The Bank of New York Mellon Trust Company, N.A. thereunder shall also apply to it hereunder.
Intercreditor Agent. Appointed Attorney-in-Fact. Pledgor hereby irrevocably appoints Intercreditor Agent as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Intercreditor Agent or otherwise, from time to time in Intercreditor Agent's discretion to take any action and to execute any instrument that Intercreditor Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Collateral without the signature of Pledgor and (b) to receive, endorse and collect any instruments or other Investments made payable to Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.
Intercreditor Agent. 9 2.4 Defaults .................................................. 11 2.5 Nonliability .............................................. 12 2.6
