Intercreditor Matters. Each Lender hereby (a) agrees that this 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. 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. SECTION 2.1 [Reserved].
Intercreditor Matters. In accordance with the Intercreditor Agreement, certain determinations and directions from the Secured Creditors shall be decided through an Intercreditor Vote. The Trustee and the Owners of the Series 2021 Bonds agree that any calculation or determination made by the Intercreditor Agent and each determination made or instruction given in accordance with the terms of the Intercreditor Agreement shall, in the absence of manifest error, be binding upon the Trustee and the Owners of the Series 2021 Bonds. Each Owner of the Series 2021 Bonds shall be entitled to vote in each Intercreditor Vote (indirectly via the Trustee) conducted under the Intercreditor Agreement. Notwithstanding anything to the contrary herein, the Trustee shall not be required to provide any such direction, take any such action or exercise any discretionary rights or remedies herein, give any consent under any of the Series 2021 Loan Documents, enter into any agreement amending, modifying, supplementing or waiving any provision of any Series 2021 Loan Document or provide any direction to the Intercreditor Agent unless it shall have been expressly directed in writing to do so by the Majority Holders and shall have received indemnity and security satisfactory to it from the directing Owners against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action, and any action taken or failure to act pursuant thereto shall be binding upon all the Owners. The Trustee shall not be required to provide any indemnity to the Intercreditor Agent or the Collateral Agent in connection with providing a direction under the Intercreditor Agreement, any such indemnity to be provided by the directing Owners. The Trustee shall have no liability or responsibility for any failure or delay on the part of any of the Issuer, the Intercreditor Agent or the Collateral Agent in connection with performing their respective duties under the Series 2021 Loan Documents or the taking of any action or exercise of a remedy under any Series 2021 Loan Document. In connection with any determination, remedy or vote under the Intercreditor Agreement, the Trustee is authorized and directed to (i) provide to the Intercreditor Agent any information in the possession of the Trustee in respect of the amount of principal of and interest owing on the Series 2021 Bonds and (ii) provide votes to the Intercreditor Agent in response to any notice of an Intercreditor Vote to the Inter...
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 FILO 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. 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. 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. (a) Each of the Administrative Agent and Lenders, by delivering its signature page hereto shall be deemed to have (i) acknowledged receipt of, consented to and approved and agreed to be bound by the Post-Petition Intercreditor Arrangement, and (ii) authorized and directed the Prepetition First Lien Agent, the Prepetition Second Lien Administrative Agent, the Prepetition Second Lien Notes Trustee and the Prepetition Second Lien Collateral Trustee, as applicable, not to object to the Post-Petition Intercreditor Arrangements and to perform its obligations thereunder and to execute and deliver any documents or instruments (including any amendments to the Prepetition Second Lien Documents) to effectuate the Post-Petition Intercreditor Arrangements.
Intercreditor Matters. For the purposes of capitalized terms used in the Intercreditor Agreement, but not defined therein or defined by cross reference to this Agreement, the following terms have the meanings indicated:
