Intercreditor AgreementAgreements Sample Clauses

Intercreditor AgreementAgreements. (a) This Agreement and the other Loan Documents are subject to the terms and conditions set forth in the ABL / Term Intercreditor Agreement in all respects and, in the event of any conflict between the terms of the ABL / Term Intercreditor Agreement and this Agreement, the terms of the ABL / Term Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Administrative Agent or the Term Loan Agent, as applicable, pursuant to any Loan Document or Term Loan Document, and the exercise of any right or remedy in respect of the Collateral by the Administrative Agent or the Term Loan Agent, as applicable hereunder, under any other Loan Document, or under the Term Loan Agreement and any other agreement entered into in connection therewith are subject to the provisions of the ABL / Term Intercreditor Agreement and in the event of any conflict between the terms of the ABL / Term Intercreditor Agreement, this Agreement, any other Loan Document, the Term Loan Agreement and any other agreement entered into in connection therewith, the terms of the ABL / Term Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations. (b) Each Lender, in its capacity as a Lender and in its capacity as a Secured Swap Provider and/or a Secured Bank Product Provider, as applicable, and each other Secured Swap Provider and Secured Bank Product Provider by its acceptance of the benefits of the Security Documents creating Liens to secure the Obligations, agrees that: (i) acknowledges that it has received a copy of each of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement, and in each case, is satisfied with the terms and provisions thereof; (ii) authorizes and instructs the Administrative Agent to (A) enter into each of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement, as Administrative Agent and on behalf of such Lender, (B) exercise all of the Administrative Agent’s rights and to comply with all of their respective obligations under theeach of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement and to take all other actions necessary to carry out the provisions and intent thereof and (C) take actions on its behalf in accordance with the terms of theeach of the ABL / Term Intercreditor Agreement...
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Intercreditor AgreementAgreements. BY ACCEPTING THE BENEFITS OF THE SECURITY INTERESTS SET FORTH HEREIN THE LENDER PARTIES (INCLUDING EACH PERSON THAT BECOMES A LENDER PARTY PURSUANT TO SECTION 13.5 OR OTHERWISE) HEREBY (A) CONSENT TO AND APPROVE EACH AND ALL OF THE PROVISIONS OF THEEACH INTERCREDITOR AGREEMENT, (B) AGREE THAT, UPON THE ADMINISTRATIVE AGENT’S EXECUTION OF THEANY SUCH INTERCREDITOR AGREEMENT, THEY WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THESUCH INTERCREDITOR AGREEMENT, (C) ACKNOWLEDGE THAT THE LIENS SECURING THE OBLIGATIONS, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE LIENS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT THE ADMINISTRATIVE AGENT AND LENDER PARTIES UNDER THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS, ARE SUBJECT TO THEEACH INTERCREDITOR AGREEMENT THEN IN EFFECT AND (D) IRREVOCABLY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT TO (I) EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT UPON THE OCCURRECE OF THE SECURITY TRIGGER DATE AND TO, (II) EXECUTE AND DELIVER AN INTERCREDITOR WITH THE HOLDERS OF THE HIGH YIELD NOTES ON OR PRIOR TO THE EFFECTIVENESS THEREOF AND (III) PERFORM ITS OBLIGATIONS THEREUNDERUNDER EACH SUCH INTERCREDITOR AGREEMENTS THEN IN EFFECT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THEANY INTERCREDITOR AGREEMENT THEN IN EFFECT AND THIS AGREEMENT, THE TERMS OF THESUCH INTERCREDITOR AGREEMENT SHALL GOVERN. Further, by accepting the benefits set forth herein the Lender Parties (including each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby (a) acknowledge that Wxxxx Fargo is acting under the Intercreditor AgreementAgreements in multiple capacities as the Administrative Agent and the Collateral Agent and (b) waive any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Wxxxx Fargo any claims, causes of action, damages or liabilities of whatever kind or nature relating to any such conflict of interest, except for any such claims, causes of action, damages or liabilities resulting from gross negligence or willful misconduct by Wxxxx Fargo as determined by a court of competent jurisdiction in a final, non-appealable judgment. The Lender Parties (and each Person that becomes a Lender Party pursuant to Section 13.5 or otherwise) hereby authorize and direct Wxxxx Fargo to enter into the Intercreditor AgreementAgreements on behalf of each Lender Party and agree that Wx...
Sample 1
Intercreditor AgreementAgreements. The Administrative Agent shall be authorized, without the consent of any Lender, to execute the Intercreditor Agreement and any other intercreditor agreement required by this Agreement on behalf of itself, each Lender and each other Secured Party, to take and give any and all actions, consents, directions, notices and waivers required or permitted by the Intercreditor Agreement or such other intercreditor agreement on behalf of itself, each Lender and each other Secured Party, and to enter into amendments of, and amendments and restatements of, the Intercreditor Agreement or such other intercreditor agreement in order to add or remove parties thereto, to cure any ambiguity, omission, defect or inconsistency or to make other modifications that are not materially adverse to the Lenders; provided that the Administrative Agent shall not (i) enter into any modification, waiver or amendment of a material term of the Intercreditor Agreement or (ii) except as required by the terms of the Intercreditor Agreement, give any consent or direction under the Intercreditor Agreement that would reasonably be expected to be materially adverse to the Lenders, in each case, without the consent of the Required Lenders.
Sample 1

Related to Intercreditor AgreementAgreements

  • Intercreditor Agreement (a) Lender, Mortgage Lender and Senior Mezzanine Lender are parties to a certain intercreditor agreement dated as of the date hereof (the “Intercreditor Agreement”) memorializing their relative rights and obligations with respect to the Loan, the Mortgage Loan, the Senior Mezzanine Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral and the Properties. Borrower, Mortgage Borrower and Senior Mezzanine Borrower hereby acknowledge and agree that (i) such Intercreditor Agreement is intended solely for the benefit of Lender, Mortgage Lender and Senior Mezzanine Lender and (ii) Borrower, Mortgage Borrower and Senior Mezzanine Borrower are not intended third-party beneficiaries of any of the provisions therein and shall not be entitled to rely on any of the provisions contained therein. Lender, Mortgage Lender and Senior Mezzanine Lender shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof. (b) In the event Lender is required pursuant to the terms of the Intercreditor Agreement to pay over to Mortgage Lender any payment or distribution of assets, whether in cash, property or securities which has been applied to the Debt, including, without limitation, any proceeds of the Collateral previously received by Lender on account of the Loan, then Borrower agrees to indemnify Lender for any amounts so paid, and any amount so paid shall continue to be owing pursuant to the Loan Documents as part of the Debt notwithstanding the prior receipt of such payment by Lender.

  • Intercreditor Agreements Notwithstanding anything to the contrary set forth herein, this Agreement will be subject to the terms and provisions of the ABL/Bond Intercreditor Agreement and any other applicable Customary Intercreditor Agreement. In the event of any inconsistency between the provisions of this Agreement and the ABL/Bond Intercreditor Agreement or any other such Customary Intercreditor Agreement, the provisions of each Intercreditor Agreement shall govern and control. The Lenders acknowledge and agree that the Administrative Agent is authorized to, and the Administrative Agent agrees that with respect to any applicable secured Indebtedness permitted to be incurred under this Agreement, upon request by the Borrower, it shall, enter into the ABL/Bond Intercreditor Agreement and any other Customary Intercreditor Agreement in accordance with the terms hereof. The Lenders authorize the Administrative Agent to (a) enter into the ABL/Bond Intercreditor Agreement, and any other such Customary Intercreditor Agreement, (b) bind the Lenders on the terms set forth in the ABL/Bond Intercreditor Agreement and such Customary Intercreditor Agreement and (c) perform and observe its obligations under the ABL/Bond Intercreditor Agreement and any such Customary Intercreditor Agreement.

  • ABL Intercreditor Agreement Each Lender hereunder (a) acknowledges that it has received a copy of the ABL Intercreditor Agreement, (b) consents to the terms of the ABL Intercreditor Agreement, (c) agrees that it will be bound by the provisions of the ABL Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the ABL Intercreditor Agreement and (d) authorizes and instructs the Agent to enter into the ABL Intercreditor Agreement as Collateral Agent and on behalf of such Lender, and any documents relating thereto and (e) agrees that no Lender shall have any right of action whatsoever against the Agent as a result of any action taken by the Agent pursuant to this Section or the ABL Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the ABL Intercreditor Agreement and this Agreement and (ii) to enter into such amendments, supplements or other modifications to the ABL Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations and any Indebtedness incurred under the ABL Documents as are reasonably acceptable to the Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by and on behalf of such Lender.

  • Intercreditor Agreement Governs Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

  • Termination of Intercreditor Agreement Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Intercreditor Provisions (a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern. (b) Notwithstanding anything contained in this Agreement or any other Security Document, to the extent that the provisions of this Agreement (or any other Security Document) require the delivery of, or granting of control over, or giving notice with respect to, any Collateral in respect of which any other lenders or other secured parties (or representatives thereof) have a security interest therein that is senior priority relative to the security interest of the Collateral Agent pursuant to any Intercreditor Agreement, then until the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) shall have been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) shall have been terminated, delivery of such Collateral (or control or notice with respect thereto) may instead be made to the applicable lender or other secured party (or representative thereof), to be held in accordance with the applicable Intercreditor Agreements, and any Grantor’s obligations hereunder with respect to such delivery, control or notice shall be deemed satisfied by such delivery to such lender or other secured party (or representative thereof). Furthermore, at all times prior to the obligations to such lenders or other secured parties (or representatives thereof) secured by such security interests (excluding contingent obligations as to which no claim has been made or which are otherwise not due) having been paid in full in cash and all commitments of such lenders or other secured parties (or representatives thereof) having been terminated, the Collateral Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control” or similar agreements with respect to such Collateral) to the applicable lender or other secured party or representative thereof in accordance with the applicable Intercreditor Agreements.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • 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.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

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