Intercreditor Matters. (a) Each Lender from time to time party hereto, the Agent and the Borrower hereby consent to and agree with the terms of the Senior Debt Intercreditor Agreement and such Lenders hereby (i) acknowledge and agree that each General Lien and/or Priority Lien in all Collateral now owned or hereafter acquired and all remedies available with respect to such Collateral are subject to the terms of the Senior Debt Intercreditor Agreement, (ii) directs the Agent on their behalf to enter into each of the Senior Debt Intercreditor Agreement and the Collateral Agency Agreements and consents to the service by the Agent in the capacity of Priority Collateral Agent and Designated Collateral Subagent (as defined in the General Security Agreement) and (iii) acknowledges and agrees that:
(A) With respect to the Debenture Holders, the determination of the Required Enforcement General Secured Parties shall be made based on the entire amount of Senior Debenture Obligations then outstanding voting on a consolidated basis as a single vote as directed to the Bond Trustee by such Debenture Holders as may be required for any enforcement action under the terms of the Indenture, and
(B) With respect to the Lenders, the determination of the Required Enforcement General Secured Parties, the Required General Secured Parties and the Required Priority Secured parties shall be made based on the entire amount of Senior Revolving Credit Obligations then outstanding voting on a consolidated basis as a single vote as directed by the Required Lenders.
(b) Each Lender from time to time party hereto, the Agent and the Borrower hereby further consent to and agree with the terms of the Leased Facility Intercreditor Agreement and the Securitization Intercreditor Agreement and directs the Agent on their behalf to enter into such agreements.
Intercreditor Matters. By accepting the benefits of this Agreement and the other Security Documents, each Secured Party agrees that it is bound by (i) the terms of the Intercreditor Agreement applicable to such Secured Party and (ii) the provisions of Annex III.
Intercreditor Matters. Notwithstanding anything to the contrary contained herein or in any Obligation Document (collectively, the “Agreements”), all proceeds of any sale, license, disposition or other realization upon the Collateral (the “Collateral Proceeds”) shall be applied in the following order of priorities:
(a) First, to the payment in full of all obligations owing to each Secured Party under the Agreements, whether due or not, and all accrued and unpaid interest thereon, ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to all of the Secured Parties under the Agreements) and in pari passu; and
(b) Second, to pay to such other parties as their interests may appear, or to the Debtor or the Debtor’s representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments. Notwithstanding the date, manner or order of attachment or perfection of any security interest and regardless of any priority otherwise available by law or by agreement, each Secured Party agrees that such Secured Party’s security interest in the Collateral shall be governed by the provisions and priorities of this Section 8 and that all of such Secured Party’s rights and benefits hereunder shall be shared ratably as provided in this Section 8. Each Secured Party agrees not to accept any Collateral Proceeds from the Debtor, any other Secured Party, or anyone else other than as provided by this Security Agreement. Each Secured Party agrees not to take any action to collect on the Obligations or take any action as to the Collateral other than as provided in this Security Agreement. Pending reimbursement by Debtor pursuant to the Agreements or if Debtor shall fail to reimburse any Secured Party pursuant to any of the Agreements, each Secured Party shall share all costs and expenses incurred by the Secured Party in connection with the documentation of each of the Obligations and the collection and enforcement of each of the Agreements and this Security Agreement ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to the Secured Party under the Agreements) and in pari passu. No Secured Party shall be obligated to marshal any assets of the Debtor or any other person in which it has a lien or security interest before enforcing its rights against any...
Intercreditor Matters. Each Lender hereby (a) agrees that this Agreement, the Credit Agreement and the other Loan Documents, and the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder, are subject to the terms of the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement and to subject the Liens securing the Obligations to the provisions thereof.
Intercreditor Matters. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS. THE REQUIREMENTS OF THIS AGREEMENT TO DELIVER PLEDGED COLLATERAL AND ANY CERTIFICATES, INSTRUMENTS OR DOCUMENTS IN RELATION THERETO OR PROCEEDS THEREOF TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OR ANY OBLIGATION WITH RESPECT TO THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION OF VOTING RIGHTS WITH RESPECT TO ANY COLLATERAL OR INSTRUCTIONS TO ANY OBLIGOR ON ANY RECEIVABLES SHALL BE DEEMED SATISFIED BY THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION IN FAVOR OF, OR INSTRUCTION AT THE DIRECTION OF, THE APPLICABLE COLLATERAL AGENT (AS DEFINED IN ANY PARI PASSU INTERCREDITOR AGREEMENT) OR THE APPLICABLE SENIOR COLLATERAL AGENT (AS DEFINED IN THE ABL INTERCREDITOR AGREEMENT, AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.
Intercreditor Matters. The Participating Lenders shall agree among themselves on their respective voting rights and related intercreditor matters for purposes of this Agreement and shall timely provide instructions and direction to the Agent in accordance with such agreement in respect of any action to be taken by the Lender, any consent to be obtained from the Lender or any right or discretion to be exercised by the Lender under the Loan Documents. Unless otherwise agreed among the Participating Lenders, the rights and priorities of the Participating Lenders shall at all times be pari passu. Nothing contained herein shall impair, diminish or otherwise modify the right of any Participating Lender to receive its respective interest in any payment due the Lender hereunder.
Intercreditor Matters. This Agreement is the “Revolving Credit Agreement” referred to in the Intercreditor Agreement and the Obligations hereunder are the “Revolving Credit Obligations” referred to in the Intercreditor Agreement.
Intercreditor Matters. (i) The Administrative Agent (or its counsel) and the Initial Lenders (or their counsel) shall have received (A) from the Lead Borrower a New Debt Notice (as defined in the Intercreditor Agreement) as required by Section 5.5 of the Intercreditor Agreement and (B) a written consent from the Initial Fixed Asset Collateral Agent (as defined in the Intercreditor Agreement) to the terms hereof as required by Section 5.3(b)(ii) of the Intercreditor Agreement and (ii) the Term Loan Agent shall have received notice from the Lead Borrower that the Closing Date Refinancing shall have been or, substantially concurrently with the effectiveness of this Agreement hereunder shall be, consummated, such notice including the identity of the Collateral Agent as the “Revolving Credit Collateral Agent” for purposes of the Intercreditor Agreement required by Section 5.3(c) of the Intercreditor Agreement.
Intercreditor Matters. Each of (i) an amendment to ABL Intercreditor Agreement (the “First Amendment to ABL Intercreditor”) and (ii) a ratification of the MGF Intercreditor Agreement, in each case, shall (A) have been duly executed by all parties thereto and delivered to the Administrative Agent, and (B) be in form and substance reasonably satisfactory to the Administrative Agent.
