Common use of Intercreditor and Subordination Agreements Clause in Contracts

Intercreditor and Subordination Agreements. 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 Agreements. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for notices: The undersigned hereby (a) acknowledges notice of, and consents to the terms and provisions of, the Third Amended and Restated Security Agreement dated as of March 29, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement,” the terms defined therein being used herein as therein defined) from (the “Grantor”), and certain other grantors from time to time party thereto to Xxxxx Fargo Bank, N.A., as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to therein, (b) consents in all respects to the pledge and assignment to the Collateral Agent of all of the Grantor’s right, title and interest in, to and under the Assigned Agreement (as defined below) pursuant to the Security Agreement, (c) acknowledges that the Grantor has provided it with notice of the right of the Collateral Agent in the exercise of its rights and remedies under the Security Agreement to make all demands, give all notices, take all actions and exercise all rights of the Grantor under the Assigned Agreement, and (d) agrees with the Collateral Agent that: (i) Upon its receipt from the Collateral Agent of a notice specifying that an Event of Default under the Third Amended Credit Agreement has occurred and is continuing, the undersigned shall make all payments to be made by it under or in connection with the Agreement dated , (the “Assigned Agreement”) between the undersigned and the Grantor directly to the Collateral Agent or otherwise in accordance with the instructions of the Collateral Agent. (ii) All payments referred to in paragraph (i) above shall be made by the undersigned irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and the undersigned shall not seek to recover from any Secured Party for any reason any such payment once made. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Agreement in accordance with the terms of the Security Agreement, and the undersigned shall comply in all respects with such exercise. (iv) The undersigned shall not, without the prior written consent of the Collateral Agent, (A) cancel or terminate the Assigned Agreement or consent to or accept any cancellation or termination thereof, or (B) amend, amend and restate, supplement or otherwise modify the Assigned Agreement, except, in each case, to the extent otherwise permitted under the Third Amended Credit Agreement referred to in the Security Agreement. (v) In the event of a default by the Grantor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the undersigned to terminate or suspend its obligations under the Assigned Agreement, the undersigned shall not terminate the Assigned Agreement until it first gives written notice thereof to the Collateral Agent and permits the Grantor and the Collateral Agent the period of time afforded to the Grantor under the Assigned Agreement to cure such default. (vi) The undersigned shall deliver to the Collateral Agent, concurrently with the delivery thereof to the Grantor, a copy of each notice, request or demand given by the undersigned pursuant to the Assigned Agreement. (vii) Except as specifically provided in this Consent and Agreement, neither the Collateral Agent nor any other Secured Party shall have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Agreement or otherwise. In order to induce the Lenders to maintain the Loans under the Third Amended Credit Agreement, the undersigned repeats and reaffirms for the benefit of the Secured Parties the representations and warranties made by it in the Assigned Agreement. This Consent and Agreement shall be binding upon the undersigned and its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their successors, transferees and assigns. This Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Intercreditor and Subordination Agreements. Notwithstanding anything contained herein to the contrary, this Agreement Each Lender and the rights and obligations of the parties hereunder are subject Issuing Bank irrevocably (a) consents to the terms and conditions of the Intercreditor and Subordination Agreements. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for notices: The undersigned hereby (a) acknowledges notice of, and consents to the terms and provisions of, the Third Amended and Restated Security Agreement dated as of March 29, 2005 (as amended, amended and restated, supplemented any intercreditor agreement or otherwise modified from time to time, the “Security Agreement,” the terms defined therein being used herein as therein defined) from (the “Grantor”), and certain other grantors from time to time party thereto to Xxxxx Fargo Bank, N.A., as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to thereinsubordination agreement, (b) consents authorizes and directs Agent to execute and deliver such intercreditor agreement or subordination agreement, in each case, on behalf of such Lender or such Issuing Bank and to take all respects to actions (and execute all documents) required (or deemed advisable) by it in accordance with the pledge terms of such intercreditor agreement or subordination agreement, in each case, and assignment to the Collateral Agent of all of the Grantor’s rightwithout any further consent, title and interest in, to and under the Assigned Agreement (as defined below) pursuant to the Security Agreementauthorization or other action by such Lender or such Issuing Bank, (c) acknowledges that agrees that, subject to the Grantor has provided it with notice approval of the right Required Lenders, upon execution and delivery thereof, each Lender and each Issuing Bank will be bound by the provisions of such intercreditor agreement or subordination agreement as if it were a signatory thereto and will take no actions contrary to the Collateral Agent in the exercise provisions of its rights and remedies under the Security Agreement to make all demands, give all notices, take all actions and exercise all rights of the Grantor under the Assigned Agreementsuch intercreditor agreement or subordination agreement, and (d) agrees with the Collateral that no Lender or Issuing Bank shall have any right of action whatsoever against Agent that: (i) Upon its receipt from the Collateral as a result of any action taken by Agent of a notice specifying that an Event of Default under the Third Amended Credit Agreement has occurred and is continuing, the undersigned shall make all payments pursuant to be made by it under this Section or in connection with the Agreement dated , (the “Assigned Agreement”) between the undersigned and the Grantor directly to the Collateral Agent or otherwise in accordance with the instructions of the Collateral Agent. (ii) All payments referred to in paragraph (i) above shall be made by the undersigned irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and the undersigned shall not seek to recover from any Secured Party for any reason any such payment once made. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Agreement in accordance with the terms of any intercreditor agreement or subordination agreement. Each Lender hereby further irrevocably authorizes and directs Agent to enter into such amendments, supplements or other modifications to any intercreditor agreement or subordination agreement as are approved by Agent (except as to any amendment that expressly requires the Security Agreement, and the undersigned shall comply in all respects with such exercise. (iv) The undersigned shall not, without the prior written consent approval of the Collateral AgentRequired Lenders or all Lenders as set forth herein); provided, (A) cancel that, Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by such intercreditor agreement or terminate the Assigned subordination agreement in connection with any extension, renewal, refinancing or replacement of this Agreement or consent to or accept any cancellation or termination thereof, or (B) amend, amend and restate, supplement or otherwise modify refinancing of the Assigned Agreement, exceptObligations, in each case, to the extent otherwise permitted under the Third Amended Credit Agreement referred to in the Security Agreement. (v) In the event on behalf of a default such Lender and Issuing Bank and without any further consent, authorization or other action by the Grantor in the performance of any of its obligations under the Assigned Agreement, Lender or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the undersigned to terminate or suspend its obligations under the Assigned Agreement, the undersigned shall not terminate the Assigned Agreement until it first gives written notice thereof to the Collateral Issuing Bank. Agent and permits the Grantor and the Collateral Agent the period of time afforded to the Grantor under the Assigned Agreement to cure such default. (vi) The undersigned shall deliver to the Collateral Agent, concurrently with the delivery thereof to the Grantor, a copy of each notice, request or demand given by the undersigned pursuant to the Assigned Agreement. (vii) Except as specifically provided in this Consent and Agreement, neither the Collateral Agent nor any other Secured Party shall have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Agreement or otherwise. In order to induce the Lenders to maintain the Loans under the Third Amended Credit Agreement, the undersigned repeats and reaffirms for the benefit of each of the Secured Parties the representations and warranties made provisions of Section 15 with respect to all actions taken by it in the Assigned Agreement. This Consent and Agreement shall be binding upon the undersigned and its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, pursuant to the benefit of the Secured Parties and their successors, transferees and assigns. This Consent and Agreement shall be governed by and construed this Section 15.19 or in accordance with the laws terms of the State of New Yorkan intercreditor agreement or subordination agreement.

Intercreditor and Subordination Agreements. 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 Agreements. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for notices: The undersigned hereby (a) acknowledges notice of, and consents to the terms and provisions of, the Third Amended and Restated Security Agreement dated as of March 29, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement,” the terms defined therein being used herein as therein defined) from (the “Grantor”), and certain other grantors from time to time party thereto to Xxxxx Fargo Bank, N.A.General Electric Capital Corporation, as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to therein, (b) consents in all respects to the pledge and assignment to the Collateral Agent of all of the Grantor’s right, title and interest in, to and under the Assigned Agreement (as defined below) pursuant to the Security Agreement, (c) acknowledges that the Grantor has provided it with notice of the right of the Collateral Agent in the exercise of its rights and remedies under the Security Agreement to make all demands, give all notices, take all actions and exercise all rights of the Grantor under the Assigned Agreement, and (d) agrees with the Collateral Agent that: (i) Upon its receipt from the Collateral Agent of a notice specifying that an Event of Default under the Third Amended Credit Agreement has occurred and is continuing, the undersigned shall make all payments to be made by it under or in connection with the _______________ Agreement dated _______________, ____ (the “Assigned Agreement”) between the undersigned and the Grantor directly to the Collateral Agent or otherwise in accordance with the instructions of the Collateral Agent. (ii) All payments referred to in paragraph (i) above shall be made by the undersigned irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and the undersigned shall not seek to recover from any Secured Party for any reason any such payment once made. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Agreement in accordance with the terms of the Security Agreement, and the undersigned shall comply in all respects with such exercise. (iv) The undersigned shall not, without the prior written consent of the Collateral Agent, (A) cancel or terminate the Assigned Agreement or consent to or accept any cancellation or termination thereof, or (B) amend, amend and restate, supplement or otherwise modify the Assigned Agreement, except, in each case, to the extent otherwise permitted under the Third First Amended Second Lien Credit Agreement referred to in the Security Agreement. (v) In the event of a default by the Grantor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the undersigned to terminate or suspend its obligations under the Assigned Agreement, the undersigned shall not terminate the Assigned Agreement until it first gives written notice thereof to the Collateral Agent and permits the Grantor and the Collateral Agent the period of time afforded to the Grantor under the Assigned Agreement to cure such default. (vi) The undersigned shall deliver to the Collateral Agent, concurrently with the delivery thereof to the Grantor, a copy of each notice, request or demand given by the undersigned pursuant to the Assigned Agreement. (vii) Except as specifically provided in this Consent and Agreement, neither the Collateral Agent nor any other Secured Party shall have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Agreement or otherwise. In order to induce the Lenders to maintain the Loans under the Third First Amended Second Lien Credit Agreement, the undersigned repeats and reaffirms for the benefit of the Secured Parties the representations and warranties made by it in the Assigned Agreement. This Consent and Agreement shall be binding upon the undersigned and its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their successors, transferees and assigns. This Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Intercreditor and Subordination Agreements. Notwithstanding anything contained herein Each Lender (a) understands, acknowledges and agrees that Liens have already been or will be created on the Collateral pursuant to the contrary, this Agreement Second Lien Notes Documents and the rights Term Loan Documents and obligations of may otherwise be created on the parties hereunder are Collateral as permitted hereunder, which Liens shall be subject to the terms and conditions of the applicable Intercreditor and Subordination Agreements. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for notices: The undersigned hereby (a) acknowledges notice of, and consents to the terms and provisions of, the Third Amended and Restated Security Agreement dated as of March 29, 2005 (as amended, amended and restated, supplemented Agreements or such other intercreditor arrangement or subordination arrangement otherwise modified from time to time, the “Security Agreement,” the terms defined therein being used herein as therein defined) from (the “Grantor”), and certain other grantors from time to time party thereto to Xxxxx Fargo Bank, N.A., as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to thereincontemplated hereunder, (b) consents in all respects hereby agrees that it will be bound by and will take no actions contrary to the pledge and assignment to the Collateral Agent provisions of all of the Grantor’s right, title and interest in, to and under the Assigned any Intercreditor Agreement (as defined below) pursuant to the Security Agreementor such other intercreditor arrangement or subordination arrangement contemplated hereunder, (c) acknowledges that hereby agrees that, in the Grantor has provided it with notice event of any direct conflict between the provisions of any Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement on the one hand and the Loan Documents on the other hand, the provisions of the right applicable Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement shall govern to the extent of the Collateral Agent in the exercise of its rights and remedies under the Security Agreement to make all demands, give all notices, take all actions and exercise all rights of the Grantor under the Assigned Agreement, such conflict and (d) agrees with hereby authorizes and instructs the Collateral Administrative Agent that: to enter into each Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement (iand any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreement) Upon its receipt from the Collateral Agent of a notice specifying that an Event of Default under the Third Amended Credit Agreement has occurred and is continuing, the undersigned shall make all payments to be made by it under or in connection with the incurrence by any Loan Party of the Term Loan Facility, any Second Lien Notes Document, Ratio Debt, Permitted Incremental Equivalent Debt or Credit Agreement dated Refinancing Indebtedness, (the “Assigned Agreement”) between the undersigned and the Grantor directly or other Indebtedness contemplated herein to be subordinated to the Obligations, or in each case any Permitted Refinancing thereof, in order to permit such Indebtedness to be secured by a valid, perfected Liens on the Collateral Agent or otherwise in accordance with the instructions of priority contemplated hereby or to provide for the Collateral Agent. (ii) All payments referred to in paragraph (i) above shall be made by the undersigned irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and the undersigned shall not seek to recover from any Secured Party for any reason any such payment once made. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Agreement in accordance with the terms of the Security Agreement, and the undersigned shall comply in all respects with such exercise. (iv) The undersigned shall not, without the prior written consent of the Collateral Agent, (A) cancel or terminate the Assigned Agreement or consent to or accept any cancellation or termination thereof, or (B) amend, amend and restate, supplement or otherwise modify the Assigned Agreement, except, in each case, to the extent otherwise permitted under the Third Amended Credit Agreement referred to in the Security Agreement. (v) In the event of a default by the Grantor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the undersigned to terminate or suspend its obligations under the Assigned Agreement, the undersigned shall not terminate the Assigned Agreement until it first gives written notice subordination thereof to the Collateral Agent and permits the Grantor and the Collateral Agent the period of time afforded to the Grantor under the Assigned Agreement to cure such defaultObligations as contemplated hereby. (vi) The undersigned shall deliver to the Collateral Agent, concurrently with the delivery thereof to the Grantor, a copy of each notice, request or demand given by the undersigned pursuant to the Assigned Agreement. (vii) Except as specifically provided in this Consent and Agreement, neither the Collateral Agent nor any other Secured Party shall have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Agreement or otherwise. In order to induce the Lenders to maintain the Loans under the Third Amended Credit Agreement, the undersigned repeats and reaffirms for the benefit of the Secured Parties the representations and warranties made by it in the Assigned Agreement. This Consent and Agreement shall be binding upon the undersigned and its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their successors, transferees and assigns. This Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Intercreditor and Subordination Agreements. Notwithstanding anything contained herein Each Lender (a) understands, acknowledges and agrees that Liens have already been or will be created on the Collateral pursuant to the contrary, this Agreement Second Lien Notes Documents and the rights Revolving Credit Facility Documents and obligations of may otherwise be created on the parties hereunder are Collateral as permitted hereunder, which Liens shall be subject to the terms and conditions of the applicable Intercreditor and Subordination Agreements. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for notices: The undersigned hereby (a) acknowledges notice of, and consents to the terms and provisions of, the Third Amended and Restated Security Agreement dated as of March 29, 2005 (as amended, amended and restated, supplemented Agreements or such other intercreditor arrangement or subordination arrangement otherwise modified from time to time, the “Security Agreement,” the terms defined therein being used herein as therein defined) from (the “Grantor”), and certain other grantors from time to time party thereto to Xxxxx Fargo Bank, N.A., as Collateral Agent (the “Collateral Agent”) for the Secured Parties referred to thereincontemplated hereunder, (b) consents in all respects hereby agrees that it will be bound by and will take no actions contrary to the pledge and assignment to the Collateral Agent provisions of all of the Grantor’s right, title and interest in, to and under the Assigned any Intercreditor Agreement (as defined below) pursuant to the Security Agreementor such other intercreditor arrangement or subordination arrangement contemplated hereunder, (c) acknowledges that hereby agrees that, in the Grantor has provided it with notice event of any direct conflict between the provisions of any Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement on the one hand and the Loan Documents on the other hand, the provisions of the right applicable Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement shall govern to the extent of the Collateral Agent in the exercise of its rights and remedies under the Security Agreement to make all demands, give all notices, take all actions and exercise all rights of the Grantor under the Assigned Agreement, such conflict and (d) agrees with hereby authorizes and instructs the Collateral Administrative Agent that: to enter into each Intercreditor Agreement or such other intercreditor arrangement or subordination arrangement (iand any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreement) Upon its receipt from the Collateral Agent of a notice specifying that an Event of Default under the Third Amended Credit Agreement has occurred and is continuing, the undersigned shall make all payments to be made by it under or in connection with the incurrence by any Loan Party of the Revolving Credit Facility, any Second Lien Notes Document, Ratio Debt, Permitted Incremental Equivalent Debt, Credit Agreement dated Refinancing Indebtedness, (the “Assigned Agreement”) between the undersigned and the Grantor directly or other Indebtedness contemplated herein to be subordinated to the Obligations, or in each case any Permitted Refinancing thereof, in order to permit such Indebtedness to be secured by a valid, perfected Liens on the Collateral Agent or otherwise in accordance with the instructions of priority contemplated hereby or to provide for the Collateral Agent. (ii) All payments referred to in paragraph (i) above shall be made by the undersigned irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off and shall be final, and the undersigned shall not seek to recover from any Secured Party for any reason any such payment once made. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Agreement in accordance with the terms of the Security Agreement, and the undersigned shall comply in all respects with such exercise. (iv) The undersigned shall not, without the prior written consent of the Collateral Agent, (A) cancel or terminate the Assigned Agreement or consent to or accept any cancellation or termination thereof, or (B) amend, amend and restate, supplement or otherwise modify the Assigned Agreement, except, in each case, to the extent otherwise permitted under the Third Amended Credit Agreement referred to in the Security Agreement. (v) In the event of a default by the Grantor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement which would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the undersigned to terminate or suspend its obligations under the Assigned Agreement, the undersigned shall not terminate the Assigned Agreement until it first gives written notice subordination thereof to the Collateral Agent and permits the Grantor and the Collateral Agent the period of time afforded to the Grantor under the Assigned Agreement to cure such defaultObligations as contemplated hereby. (vi) The undersigned shall deliver to the Collateral Agent, concurrently with the delivery thereof to the Grantor, a copy of each notice, request or demand given by the undersigned pursuant to the Assigned Agreement. (vii) Except as specifically provided in this Consent and Agreement, neither the Collateral Agent nor any other Secured Party shall have any liability or obligation under the Assigned Agreement as a result of this Consent and Agreement, the Security Agreement or otherwise. In order to induce the Lenders to maintain the Loans under the Third Amended Credit Agreement, the undersigned repeats and reaffirms for the benefit of the Secured Parties the representations and warranties made by it in the Assigned Agreement. This Consent and Agreement shall be binding upon the undersigned and its successors and assigns, and shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their successors, transferees and assigns. This Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.