Intercreditor Agreement Controls. Notwithstanding any contrary provision in this Indenture, this Indenture is subject to the provisions of the Intercreditor Agreement. The Company, Holdings, the Guarantors, each Notes Collateral Agent and the Trustee acknowledge and agree to be bound by the provisions of the Intercreditor Agreement, subject to Section 2.06(h) and Article 7 of this Indenture and subject to the exculpatory and indemnification provisions of Article 7 and Article 12 of this Indenture that benefit the Trustee and the Notes Collateral Agents, respectively.
Intercreditor Agreement Controls. (a) The Company agrees, and each Holder by accepting a Note agrees, that this Indenture is subject to the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Additional Intercreditor Agreement. In the event of any inconsistency between this Indenture and the Intercreditor Agreement, the Pari Passu Intercreditor Agreement or any Additional Intercreditor Agreement, the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and/or such Additional Intercreditor Agreement shall prevail.
(b) Each Holder (including each Holder, if any, of Additional Notes), by accepting a Note, authorizes and directs the Trustee and the Collateral Agent to execute the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Additional Intercreditor Agreement, and the Trustee and the Collateral Agent shall incur no liability for doing so.
(c) Each Holder (including each Holder, if any, of Additional Notes), by accepting a Note, authorizes and requests the Trustee and the Collateral Agent to, on such Holder’s behalf, make all undertakings (including, but not limited to, parallel debt obligations), representations, offers and agreements of the Trustee and the Collateral Agent (as applicable) set forth in the Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Additional Intercreditor Agreement.
Intercreditor Agreement Controls. The rights and obligations of the parties hereto and the rights of the Holders hereunder are subject to the provisions of the Intercreditor Agreement, and in the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and the provisions of this Agreement or any of the other Security Documents, the provisions of the Intercreditor Agreement shall control. Without limiting the generality of the foregoing, references herein to delivery of Collateral or documents to the Trustee, or to the Trustee's possession thereof, shall be deemed to be references to delivery of Collateral or documents to, or possession by, the Collateral Agent, as provided in the Intercreditor Agreement.
Intercreditor Agreement Controls. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the Collateral Documents, the Bank Credit Facility or the Indentures, the provisions of this Agreement shall control.
Intercreditor Agreement Controls. Notwithstanding anything herein to the contrary, (a) the Lien and security interests granted pursuant to this Agreement and the exercise of any right or remedy hereunder are subject to the terms of the Intercreditor Agreement and (b) in the event of any conflict between the terms hereof and the terms of the Intercreditor Agreement, the Intercreditor Agreement shall govern and control; provided that, for the avoidance of doubt, any provisions in this Agreement governing the creation and perfection of a security interest in, or otherwise establishing the Collateral Trustee’s or Secured Parties’ rights in, the Collateral shall govern and be of full force and effect, notwithstanding any provision to the contrary in the Intercreditor Agreement.
Intercreditor Agreement Controls. 16 6.15. Termination........................................................................................16 COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of ____, 2004 among NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as initial Collateral Agent as provided herein, THE BANK OF NEW YORK, as trustee under the within-mentioned Tranche A Indenture, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the within-mentioned Tranche B Indenture. Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche A Indenture") between the Company and The Bank of New York, as trustee (the "Tranche A Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche A Term Notes due 2011 (the "Tranche A Notes"). Pursuant to an Indenture dated as of the date hereof (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche B Indenture") between the Company and Wilmington Trust Company, as trustee (the "Tranche B Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche B Term Notes due 0000 (xxx "Xxxxxxx X Notes"). The Company is incurring, or will from time to time incur, indebtedness and obligations under one or more agreements or instruments constituting New Credit Facilities. Pursuant to the Tranche A Collateral Documents and the Tranche B Collateral Documents, the Company has agreed to pledge and grant security interests in the Collateral as security for the Tranche A Obligations and the Tranche B Obligations, respectively. The Company also expects to pledge and grant security interests in the Collateral, pursuant to the Bank Collateral Documents, as security for the Bank Credit Facility Obligations. The pledges and security interests referred to above in this paragraph shall have the relative priorities set forth in this Agreement. The parties hereto desire to set forth and agree upon such priorities and upon such other matters relating to the Collateral and certain of the rights and obligations of the parties hereto in respect thereof and to provide for the appointment of a collateral agent to hold and otherwise perform certain duties with respec...
Intercreditor Agreement Controls. (a) Each Secured Party, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Secured Party.
(b) Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.
(c) Without limiting the foregoing, at any time prior to the Discharge of Priority Lien Obligations (as defined in the Intercreditor Agreement), any provision hereof requiring any Grantor to deliver possession of any Collateral to the Collateral Trustee, or to cause the Collateral Trustee to control any Collateral, shall be deemed to have been complied with, if and for so long as (i) the Intercreditor Agreement is in full force and effect and (ii) the Priority Lien Collateral Agent shall have such possession or control for the benefit of the Secured Parties and as bailee or sub-agent of the Collateral Trustee as provided in the Intercreditor Agreement.
Intercreditor Agreement Controls. In the event of any conflict or inconsistency between the provisions of this Indenture and the provisions of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.
Intercreditor Agreement Controls. 17 Section 11. Miscellaneous.......................................................................................17
Intercreditor Agreement Controls. 17 6.15. Termination........................................................17 COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT dated as of ____, 2004 among NATIONAL ENERGY & GAS TRANSMISSION, INC., a Delaware corporation (the "Company"), THE BANK OF NEW YORK, a New York banking corporation, as initial Collateral Agent as provided herein, THE BANK OF NEW YORK, as trustee under the within-mentioned Tranche A Indenture, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the within-mentioned Tranche B Indenture. Pursuant to an Indenture dated as of October [13], 2004 (as the same may be amended, supplemented or otherwise modified and in effect from time to time, the "Tranche A Indenture") between the Company and The Bank of New York, as trustee (the "Tranche A Trustee"), the Company has authorized the issuance of up to $500 million principal amount of its Secured Tranche A Term Notes due 2011 (the "Tranche A Notes").
