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 heret...
Intercreditor Provisions. 35 Section 5.01. Financial Security's Direction Upon Servicer Default.................35 Section 5.02. Financial Security's Direction of Insolvency Proceedings.............36
Intercreditor Provisions. (i) The Collateral Rights Agreement, any other Intercreditor Agreement or the subordination provisions of the documents evidencing or governing any subordinated Indebtedness (collectively, the “Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any Term Facility Agent, any holder of any Term Loans, any holder of the applicable subordinated Indebtedness or any other Person bound by any Intercreditor Provisions; or
(ii) the Par Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the applicable Intercreditor Provisions, (B) that such Intercreditor Provisions exist for the benefit of the Secured Parties, or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness or other Indebtedness subject to any Intercreditor Provisions, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the applicable Intercreditor Provisions.
Intercreditor Provisions. Section 6.01. Nonfloorplan Agreements Between Seller and Dealer. ...................28
Intercreditor Provisions. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by Collateral Agent or Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreement, as the same may be amended, supplemented, modified or replaced from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.
Intercreditor Provisions. Financial Security's Direction Upon Servicer Default . . . . . . . . . . . . . . . . 47 Section 5.02. Financial Security's Direction of Insolvency Proceedings . . . . . . . . . . . . . . 48
Intercreditor Provisions. With respect to each Agented Note and Assigned Loan, such Loan contains provisions substantially to the effect of Section 13.15.
Intercreditor Provisions. (a) Prior to the Discharge of Term Obligations (as defined in the Intercreditor Agreement), the Intercreditor Agreement or any provision thereof (the “Intercreditor Provisions”) shall, in whole or in part, terminate or otherwise fail or cease to be valid and binding on, or enforceable against, any Loan Party, the Third-Party Term Loan Agent or any holder of the Third-Party Term Loan Obligations (or any Loan Party, the Third-Party Term Loan Agent or any such holder shall so state in writing); or (b) any provision of the Intercreditor Agreement shall, at any time after the delivery of such Intercreditor Agreement, fail to be legally valid, binding, or enforceable.
Intercreditor Provisions. Lender and Administrative Agent each agree that the security interests granted by Borrower to Administrative Agent, on behalf of Lender and CoBank under all security agreements, pledge agreements, assignments, mortgages, deeds of trust, and other documents and agreements granting security interests, among Borrower, as grantor, and Administrative Agent, for the benefit of the Lender and CoBank to secure the obligations or indebtedness of Borrower to Lender and CoBank (including the CoBank Obligations), shall secure Lender, CoBank and Administrative Agent on a pati passu and pro rata basis. After the occurrence of an Event of Default, any amounts collected on the collateral or payments received under the Loan Documents shall be applied:
(a) first, to the payment of all reasonable out-of-pocket costs and expenses incurred by Lender, CoBank and Administrative Agent in enforcing its or their rights against Borrower;
(b) second, to the payment of any fees owed to Lender, CoBank and Administrative Agent;
(c) third, to the payment of: (i) all accrued and unpaid interest under the Loan Documents and (ii) the Cash Management Obligations;
(d) fourth, to the payment of: (i) outstanding principal amounts of Borrower’s obligations to Lender under the Loan Documents and (ii) the Risk Management Obligations and Letter of Credit Obligations;
(e) fifth, to the payment of any other of Borrower’s obligations to Lender, CoBank or Administrative Agent; and
(f) sixth, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (b) if the amounts received are insufficient to pay all amounts due within a particular category, then each party shall receive an amount equal to its pro rata share (based on the proportion that the amount owed to that party within such category bears to the aggregate amount due within that category) of amounts available to be applied pursuant to clauses “first,” “second,” “third,” “fourth,” and “fifth” above.
Intercreditor Provisions. Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Intercreditor Agreement, as the same may be amended, supplemented, modified or replaced from time to time. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.”
