Intercreditor Arrangement. The parties hereto acknowledge and ------------------------- agree, for the benefit of the Lender under the Credit Facility, that, during the Credit Facility Period, the exercise of the rights and remedies of the Trustee hereunder are subject to the terms of the Intercreditor Agreement. In the event of any inconsistency between the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement shall control.
Intercreditor Arrangement. Ligand hereby agrees that in the event of a bona fide financing by Palvella in which the bank, financial institution or other similar lender or creditor, requires a security interest over certain assets of Palvella, including the Product IP and the receivables related thereto, (a) Ligand shall enter into, and shall not unreasonably object to or delay execution of, an intercreditor agreement with such lender or creditor on terms reasonably acceptable to Ligand and such lender or creditor, and (b) such lender or creditor, under the terms of the intercreditor agreement, shall have the right to sell, assign or otherwise transfer ownership of the Product IP to a Third Party, provided that this Agreement is also assigned to such Third Party and such Third Party assumes Palvella’s obligations under this Agreement and acknowledges such assumption in writing.”
2. This Amendment may be executed in one or more counterparts (including without limitation by way of PDF or electronic transmission), each of which will be deemed an original, but all of which together will constitute one and the same instrument. When executed by the Parties, this Amendment will constitute an original instrument, notwithstanding any electronic transmission, storage and printing of copies of this Amendment from computers or printers. For clarity, PDF signatures will be treated as original signatures.
3. Except as modified by this Amendment, the Agreement remains in full force and effect. The Agreement, as modified by this Amendment, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, oral or written, confidentiality agreements, and all other communications between the Parties with respect to such subject matter, including without limitation the Prior CDA.
Intercreditor Arrangement. The Lenders hereby irrevocably authorize the Administrative Agent to enter into the Intercreditor Agreement. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Lenders) with respect to the Term Debt Priority Collateral shall be subject to the terms of the Intercreditor Agreement, and until the Term Debt Obligations Payment Date, any obligation of the Company and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any Term Debt Priority Collateral, the novation of any lien on any certificate of title, bxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Term Debt Priority Collateral, shall be deemed to be satisfied if the Company or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable Term Debt Document. Until the Term Debt Obligations Payment Date, the delivery of any Term Debt Priority Collateral to the Term Debt Representative pursuant to the Term Debt Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
Intercreditor Arrangement. On or prior to October 30, 2006 (and, in any event, prior to the initial Purchase Date), ACG shall (i) enter into a deposit account control agreement, substantially in the form of Exhibit L attached hereto (such agreement, an “ACG Control Agreement”), with the Depository Bank and the Administrative Agent (as defined in the ACG Senior Facility) with respect to the cash management structure of ACG in place as of the Closing Date, and (ii) enter into a cash management and intercreditor agreement, substantially in the form of Exhibit M attached hereto (each such agreement, an “ACG Intercreditor Agreement”), with respect to such cash management structure.
Intercreditor Arrangement. (a) ComVest Investment Partners II LLC, as the "Administrative Agent" agrees, as to the certain rights and priorities of each with respect to the Obligations and with respect to their respective liens upon and security interest in the Collateral, to provide for the orderly sharing among the Secured Party of the proceeds of such Collateral upon any foreclosure thereon or other disposition thereof, to the intercreditor arrangement set forth in this Section 7.
Intercreditor Arrangement. (a) ComVest Venture Partners, L.P., as the "Administrative Agent" agrees, as to the certain rights and priorities of each with respect to the Obligations and with respect to their respective liens upon and security interest in the Collateral, to provide for the orderly sharing among the Purchasers of the proceeds of such Collateral upon any foreclosure thereon or other disposition thereof, to the intercreditor arrangement set forth in this Section 7.
(b) The Administrative Agent shall, and is hereby expressly given the authority to, enter into an intercreditor agreement with the Lender with respect to the Lender Collateral and the Mortgagee Collateral (as provided herein).
Intercreditor Arrangement. 15 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 18, 1999, is made by The Majestic Star Casino, LLC, an Indiana limited liability company ("Grantor"), in ------- favor of IBJ Whitehall Bank & Trust Company, as trustee under the Indenture (as defined below) (the "Trustee"), for its benefit and for the benefit of the ------- "Holders" (as defined below) who are, or may hereafter become, parties to the Indenture.
Intercreditor Arrangement. Purchaser and Parent covenant and agree to work in good faith with Purchaser’s working capital lender providing the Permitted Working Capital Debt to negotiate and at the time of the closing of the Permitted Working Capital Debt Purchaser agrees to enter into a mutually satisfactory intercreditor agreement with terms and conditions reasonable and customary in the market and substantially in the form attached hereto as Exhibit 5.07, to reflect the limited subordination of the Earn-Out Notes to Purchaser’s working capital facility, such that Parent’s security interest (pursuant to the Security Agreement) is subordinated only to the Permitted Working Capital Debt.
Intercreditor Arrangement. Notwithstanding anything herein to the contrary, each Guarantor acknowledges that the lien and security interest granted to the Agent pursuant to the Collateral Documents and the exercise of any right or remedy by the Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of the Loan Documents, the terms of the Intercreditor Agreement shall govern and control
Intercreditor Arrangement. Notwithstanding anything herein to the contrary, (a) it is the understanding of the parties that the liens granted pursuant to Section 3.01 herein shall, prior to the Discharge of Aimco Lien Indebtedness (as such term is defined in the Intercreditor Agreement), be subject and subordinate (pursuant to the terms and conditions of the Intercreditor Agreement) to the liens granted to the Aimco Agent (as such term is defined in the Intercreditor Agreement) for the benefit of the Aimco Lenders (as such term is defined in the Intercreditor Agreement) to secure the Aimco Lien Indebtedness (as such term is defined in the Intercreditor Agreement) pursuant to the First Lien Guarantee and Security Agreement, and (b) the liens and 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 to the provisions of the Intercreditor Agreement.
