Termination of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.
Termination of Intercreditor Agreement. 48 SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and Subordination Agent............. 48 SECTION 10.3. Notices................................................. 48 SECTION 10.4. Severability............................................ 49 SECTION 10.5. No Oral Modifications or Continuing Waivers............. 49 SECTION 10.6. Successors and Assigns.................................. 49 SECTION 10.7. Headings................................................ 50 SECTION 10.8. Counterpart Form........................................ 50 SECTION 10.9. Subordination........................................... 50 SECTION 10.10. Governing Law........................................... 51
Termination of Intercreditor Agreement. 47 SECTION 10.2 Intercreditor Agreement for Benefit of the Trustee, the Liquidity Providers and the Subordination Agent...............................47 SECTION 10.3 Notices....................................................47 SECTION 10.4 Severability...............................................49 SECTION 10.5 No Oral Modifications or Continuing Waivers...................................................49 SECTION 10.6 Successors and Assigns.....................................49 SECTION 10.7 Headings...................................................49 SECTION 10.8 Counterpart Form...........................................49 SECTION 10.9 Subordination..............................................50 SECTION 10.10 Governing Law.............................................51 SECTION 10.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity............................51 INTERCREDITOR AGREEMENT (2004-ERJ1) INTERCREDITOR AGREEMENT (2004-ERJ1) dated as of June 29, 2004 (this "AGREEMENT"), among WILMINGTON TRUST COMPANY, a Delaware corporation ("WTC"), not in its individual capacity but solely as Trustee of the Trust (as defined below), WESTLB AG, a joint stock company ("Aktiengesellschaft") organized under the laws of Germany, acting through its New York Branch ("WESTLB"), as a Liquidity Provider, Citicorp North America, Inc. ("CNAI"), a Delaware corporation and a direct wholly-owned subsidiary of Citicorp, as a Liquidity Provider, and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the "SUBORDINATION AGENT").
Termination of Intercreditor Agreement. Following payment of Final -------------------------------------- Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Liquidity Providers and so long as (i) there shall then be no other amounts due to the Certificateholders, the Trustee, the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements and (ii) the commitment of the Liquidity Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.
Termination of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Certificates and provided that there shall then be no other amounts due to the Certificateholders, the Trustees and the Subordination Agent hereunder or under the Trust Agreements, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.
Termination of Intercreditor Agreement. 52 Page Section 10.2. INTERCREDITOR AGREEMENT FOR BENEFIT OF TRUSTEES, LIQUIDITY PROVIDERS AND SUBORDINATION AGENT...........52 Section 10.3. NOTICES...............................................52 Section 10.4. SEVERABILITY..........................................53 Section 10.5. NO ORAL MODIFICATIONS OR CONTINUING WAIVERS...........54
Termination of Intercreditor Agreement. Upon (or at any time after) payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Primary Liquidity Provider and all Policy Provider Obligations to the Policy Provider and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Liquidity Providers, the Subordination Agent and the Policy Provider hereunder or under the Trust Agreements, and that the commitment of (i) the Liquidity Providers under the Liquidity Facilities and (ii) the Policy Provider under the Policy shall have expired or been terminated, this Agreement shall terminate and shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.
Termination of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations to the Primary Liquidity Providers and all Policy Provider Amounts to the Policy Providers and provided that there shall then be no other amounts due to the Certificateholders, the Trustees, the Primary Liquidity Providers, the Policy Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the (i) Primary Liquidity Providers under each Primary Liquidity Facility and (ii) Policy Providers under each Policy shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof.
Termination of Intercreditor Agreement. Each party hereto acknowledges, agrees and confirms, on behalf of itself and its Affiliates, that (i) effective as of the date hereof (A) the Second Amended and Restated Intercreditor Agreement dated as of July 8, 2005 among the Borrower, the other Obligated Parties named therein, Bank of America, as collateral agent thereunder and as the Administrative Agent, and the lenders party to the Senior Note Purchase Agreements (the “Intercreditor Agreement”) is terminated and (B) all of the obligations and agreements of the parties hereto and their Affiliates under the Intercreditor Agreement shall be fully and effectively terminated (other than the obligations set forth in Section 8.01, Section 8.02, and Section 5.11 of the Intercreditor Agreement which survive the termination thereof) and (ii) all of the security interests and Liens in all of the Collateral (as defined in the Intercreditor Agreement) created pursuant to the Pledge Agreement (as defined in the Intercreditor Agreement) have been released and that none of Bank of America, as collateral agent under the Intercreditor Agreement, any Lender (as defined in the Intercreditor Agreement), or any Affiliate of the foregoing has a lien or security interest in any Collateral (as defined in the Intercreditor Agreement) pursuant to the Pledge Agreement (as defined in the Intercreditor Agreement).
Termination of Intercreditor Agreement. 56 SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and Subordination Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 10.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 10.4. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.5. No Oral Modifications or Continuing Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.6. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.7. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.8. Counterpart Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.9. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 SECTION 10.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 INTERCREDITOR AGREEMENT dated as of February 9, 1998, among WILMINGTON TRUST COMPANY, a Delaware corporation ("WTC"), not in its individual capacity but solely as Trustee of each Trust (each as defined below); ABN AMRO BANK N.V., a bank organized under the laws of the Netherlands, acting through its Chicago Branch ("ABN AMRO"), as Class A Liquidity Provider and MORGXX XXXNXXX XXXITAL SERVICES, INC. ("MSCS"), a corporation organized under the laws of Delaware, as Class B Liquidity Provider and as Class C Liquidity Provider; and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the "Subordination Agent").
