Certain Intercreditor Matters Sample Clauses

Certain Intercreditor Matters. (a) All principal, interest and other amounts payable under the Notes shall be pari passu in right of payment (including without limitation, payments made in connection with the prepayment of all or any portion of the Notes), and the Debtor shall, until otherwise notified by the Collateral Agent at the direction of the Majority Noteholders following an Event of Default to make such payments to the Collateral Agent for deposit in the Shared Collateral Account, pay all such amounts directly to the Noteholders, as applicable, without any deduction whatsoever, including but not limited to, any deduction for any setoff or counterclaim. If, notwithstanding the foregoing, any Noteholder (a "benefitted Noteholder") shall at any time receive any payment (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment received by any other Noteholder, such benefitted Noteholder shall purchase for cash from the other Noteholders a participation in such portion of each such other Noteholder's Notes, as shall be necessary to cause such benefitted Noteholder to share the excess payment ratably with each of the other Noteholders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Noteholder, such purchase shall be rescinded, and the purchase price returned, to the extent of such recovery, but without interest. Each Noteholder so purchasing a portion of a benefitted Noteholder's Notes may, subject to the terms hereof, exercise all rights (including, without limitation, voting rights) with respect to such portion as fully as if such Noteholder were the direct holder of such portion. (b) The pari passu nature of the right of payments under the Notes and the priority of distributions specified in Article 4 of this Agreement are based upon the assumptions that (i) the payments made to each of the Noteholders will be nonavoidable, (ii) the Liens in the Collateral in favor of the Collateral Agent on behalf of each of the Noteholders will be equally valid, perfected and nonavoidable as to each Noteholder and (iii) the Liens in the Collateral in favor of the Collateral Agent on behalf of each of the Noteholders and the claims under the Notes of each of the Noteholders will be deemed of equal priority as against all Persons other than the Noteholders. If and to the extent any such assumption proves to be incorrect as to a particular Noteholder or particular set of Noteholde...

Certain Intercreditor Matters. (a) The provisions of Article 4 hereof apply solely to priorities of distributions resulting from realization on the Security Documents, and not to the priorities of the Obligations. Nothing contained in this Agreement or in any other Security Document is intended to effect a subordination of any Obligation to any other Obligation. (b) The priority of distribution specified in Article 4 of this Agreement is based upon the assumptions that (i) the Liens in the Joint Stock Collateral in favor of the Collateral Agent on behalf of each of the Secured Parties will be equally valid, perfected and nonavoidable as to each such Secured Party and (ii) the Liens in the Joint Stock Collateral in favor of the Collateral Agent on behalf of each of the Secured Parties will be deemed of equal priority as against all Persons other than Secured Parties in their capacities as such. If and to the extent any such assumption proves to be incorrect as to a particular Secured Party or particular set of Secured Parties, any resulting loss shall be borne solely by such Secured Party or set of Secured Parties, and the distributions referred to in Article 4 hereof shall be adjusted accordingly. (c) The Secured Parties hereby agree that, upon any realization on the Security Documents (including but not limited to realization on any of the Joint Stock Collateral or any collection or application of funds, by set-off or otherwise, on account of any Obligations owed under any direct or indirect guaranty which is a Security Document), the Secured Parties shall share in the proceeds of such realization in the manner provided in this Agreement, and if any Secured Party shall realize any funds on the Security Documents otherwise than pursuant to this Agreement, such Secured Party shall remit the same to the Collateral Agent, which shall apply the same as provided herein. (d) This Agreement applies to realization on the Security Documents, and nothing in this Agreement or in any other Security Document, express or implied, shall be construed to require any Secured Party to share with any other Secured Party any collections received on account of Obligations other than on account of the Security Documents. Without limitation of the foregoing: (i) each SLF Party and Swap Party acknowledges that the RCA Lender Parties may be granted cash collateral for outstanding Letters of Credit from time to time as provided in the Credit Agreement, and realization on the foregoing by the RCA Lender Parties is...

Certain Intercreditor Matters. (a) With respect to the Capitol Square Office Building A/B Whole Loan, the Capitol Square Office Building Note B Holder shall have certain limited rights of consultation and consent with respect to the Capitol Square Office Building A/B Whole Loan as set forth in the Capitol Square Office Building Intercreditor Agreement. (b) With respect to the AmSouth Center - Shreveport A/B Whole Loan, the AmSouth Center - Shreveport Note B Holder shall have certain limited rights of consultation and consent with respect to the AmSouth Center - Shreveport A/B Whole Loan as set forth in the AmSouth Center - Shreveport Intercreditor Agreement. (c) With respect to the Augusta Woods A/B Whole Loan, the Augusta Woods Note B Holder shall have ▇▇▇▇▇▇▇ ▇▇▇▇ted rights of consult▇▇▇▇▇ ▇▇▇ ▇▇▇sent with respect to the Augusta Woods A/B Whole Loan as set forth in the Augusta Woods Intercred▇▇▇▇ ▇▇▇▇▇▇▇▇t. (d) With respect to ▇▇▇ ▇▇▇▇▇▇ ▇▇aza A/B Whole Loan, the Viking Plaza Note B Holder shall have certain limited rights of consultation and consent with respect to the Viking Plaza A/B Whole Loan as set forth in the Viking Plaza Intercreditor Agreement.

Certain Intercreditor Matters. (a) Payment Obligations Not Subordinated. The provisions of Section 4.4 ------------------------------------ [Distributions] apply solely to priorities of distributions resulting from realization on the Shared Collateral, and not to the priorities of the Obligations. Nothing contained in this Agreement is intended to effect a subordination of any Obligation to any other Obligation. Nothing contained in this Agreement shall limit or impair the right of each Secured Party to receive payment of the Obligations owing to it when due (whether at the stated maturity thereof, by acceleration or otherwise) or to institute suit for the enforcement of such payment on or after such due date.

Certain Intercreditor Matters. Relating to the Whole Loans............................................................ Section 3.33 [Reserved]........................................................

Certain Intercreditor Matters. Section 3.32