Intercreditor and Subordination Agreement. Notwithstanding anything herein to the contrary, the priority of the Liens and the security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject in all respects to the provisions of the Intercreditor and Subordination Agreement. In the event of any conflict between the terms of the Intercreditor and Subordination Agreement and this Agreement with respect to the priority of the Liens and the security Interest granted to the Collateral Agent pursuant to this Agreement or with respect to the exercise of any right or remedy by the Collateral Agent hereunder, the terms of the Intercreditor and Subordination Agreement shall govern and control.
Intercreditor and Subordination Agreement. THIS AGREEMENT is dated as of the ____ day of ________________, 2003, by and among: AIRNET COMMUNICATIONS CORPORATION, a Delaware corporation (the "Borrower"), FORCE COMMUNICATIONS CORPORATION, a Delaware corporation ("Force"), SANMINA CORPORATION, a Delaware corporation ("Sanmina"), and BROOKTROUT, INC., Massachusetts corporation ("Brooktrout" and together with Force and Sanmina, collectively and individually, the "Subordinated Lender"); and SCP PRIVATE EQUITY PARTNERS II, LP, a Delaware limited partnership ("SCP II") and TECORE, INC., a Texas corporation ("Tecore" and together with SCP II, collectively and individually, the "Lenders").
Intercreditor and Subordination Agreement. On the Closing Date, each of the Senior Lender, Holdings, the Company, each Company Subsidiary, and each of the Company Stockholders shall execute and deliver the Intercreditor and Subordination Agreement, in the form of Exhibit K annexed hereto, or such other form and content acceptable to such Senior Lender; it being the intent of the Parties that such Intercreditor and Subordination Agreement shall restrict the Company Stockholders or their representative pledge and collateral agent from exercising their rights with respect to the Subject Shares under the Pledge Agreement and the Subordination Agreement for a period not to exceed the earlier to occur of (a) acceleration by the Senior Lender of the Indebtedness owed to the Senior Lender under the Senior Loan Agreement and exercise of the Senior Lender remedies under the other Senior Loan Documents, or (b) nine (9) months from the occurrence and continuation of any Default or Event of Default (as defined in the Senior Loan Agreement) to either the Company Stockholders under the Purchase Notes or to the Senior Lender under the Senior Loan Agreement.
Intercreditor and Subordination Agreement. This Agreement is subject to the terms of that certain Intercreditor and Subordination Agreement among NTFC Capital Corporation, Holder and Startec.
Intercreditor and Subordination Agreement. Notwithstanding anything contained herein to the contrary, this Agreement and the rights and obligations of the parties hereunder are subject to the terms and conditions of the Intercreditor and Subordination Agreement.
Intercreditor and Subordination Agreement. This Article 15 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor and Subordination Agreement. The Company and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor and Subordination Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder of Notes, by its acceptance of the Notes (a) consents to the subordination terms provided for in the Intercreditor and Subordination Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor and Subordination Agreement and (c) authorizes and instructs the Collateral Trustee and the Trustee (and the Trustee to direct the Collateral Trustee, if applicable) on behalf of each Holder to enter into the Intercreditor and Subordination Agreement on the date hereof as Collateral Trustee on behalf of such Holders. The foregoing provisions are intended as an inducement to the Priority Lien Secured Parties under the Priority Lien Documents to extend credit to the Company and certain of its Subsidiaries, and such Priority Lien Secured Parties are intended third party beneficiaries of such provisions and the provisions of the Intercreditor and Subordination Agreement.
Intercreditor and Subordination Agreement. The parties hereto desire to enter into this Agreement in order to (i) appoint the Collateral Agent as the agent for the First Lien Secured Parties to receive, maintain, administer, enforce and distribute the Shared Collateral and the First Lien Shared Collateral as provided herein and therein, (ii) set forth certain provisions relating to the Secured Parties’ respective rights in the Collateral, the exercise of remedies upon the occurrence of an event of default, the application of proceeds of enforcement and certain other matters and (iii) set forth certain provisions relating to the subordination of the Lakes Obligations and certain other matters with respect thereto.
Intercreditor and Subordination Agreement. The New Agent on its behalf and on behalf of the New Lenders agrees that (a) the New Agent shall be bound by all of the terms and conditions of the Intercreditor Agreement as a "Project Credit Party" thereunder, and (b) the New Lenders shall be bound by all of the terms and conditions of the Intercreditor Agreement as "[FIRST][SECOND] Lien Secured Parties" thereunder.
Intercreditor and Subordination Agreement. Sellers and HSBC Bank shall have executed an Intercreditor and Subordination Agreement that is usual and customary in the industry and reasonably satisfactory to Buyer.
Intercreditor and Subordination Agreement. The parties hereto desire to enter into this Agreement in order to (a) set forth certain provisions relating to the FF&E Secured Parties’ respective rights in the FF&E Collateral, the exercise of remedies upon the occurrence of an event of default, the application of proceeds of enforcement and certain other matters and (b) set forth certain provisions relating to the subordination of the Lakes Obligations and certain other matters with respect thereto.
