Intercreditor Provisions Clause Samples

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. 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. With respect to a Dealer which is the obligor under Receivables that have been or will be sold to the Buyer hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement (a "Nonfloorplan Agreement") other than a Floorplan Financing Agreement pursuant to which the Seller (either directly, or as assignee of PRIMUS or other Originator of the Account) has been granted a security interest in the same collateral (the "Common Collateral") in which the Floorplan Financing Agreement for such Dealer creates a security interest, which Common Collateral may include the same Vehicle (the "Common Vehicle Collateral") in which such Floorplan Financing Agreement creates a security interest. The Common Collateral other than the related Common Vehicle Collateral is referred to herein as the "Common Non-Vehicle Collateral". The Seller agrees that with respect to each Receivable of each such Dealer (i) the security interest in such Common Vehicle Collateral granted to the Seller pursuant to any Nonfloorplan Agreement is junior and subordinate to the security interest created by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Common Vehicle Collateral or exercise its rights under the Nonfloorplan Agreement in any manner that is materially adverse to the Buyer or the Trust and the Certificateholders in respect of the Common Vehicle Collateral until all required payments in respect of such Receivable under the Floorplan Financing Agreement have been paid, and (iii) in realizing upon such Common Vehicle Collateral, neither the Buyer nor the Trust shall have any obligation to protect or preserve the rights of the Seller in such Common Vehicle Collateral. The Buyer agrees that with respect each Receivable of each such Dealer (i) the security interest in such Common Non-Vehicle Collateral created by the Floorplan Financing Agreement and hereby assigned to the Buyer is junior and subordinate to the security interest therein created by the Nonfloorplan Agreement, (ii) the Buyer has no legal right to realize upon such Common Non-Vehicle Collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the obligation created or secured by the Nonfloorplan Agreement have been made, and (iii) in realizing on such Common Non-Vehicle Collateral, the Seller shall not be obligated to protect or preserve t...

Intercreditor Provisions. Financial Security's Direction Upon Servicer Default . . . . . . . . . . . . . . . . . . 47 Section 5.02. Financial Security's Direction of Insolvency Proceedings . . . . . . . . . . . . . . . . 49

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. (a) Notwithstanding (i) any ------------------------ provision hereof or of any other Loan Document and (ii) the priority of any Lien on the Collateral, all proceeds received by the Canadian Administrative Agent from the Canadian Facility Guarantees or from the exercise by the Canadian Administrative Agent of any of its remedies under any of the Canadian Security Documents or the Canadian Facility Guarantees shall be applied by the Canadian Administrative Agent as follows: First, to reimburse the Canadian Administrative Agent for ----- all costs and expenses incurred by them in administering the Collateral, the Canadian Facility Guarantees and the Canadian Security Documents and in enforcing rights thereunder; Second, to the Canadian Administrative Agent, the Lenders or ------ any affiliate of any Lender to pay all amounts payable in respect of Cash Management Losses owing by the Canadian Borrower or any Subsidiary thereof, ratably among the Canadian Administrative Agent, the Lenders or any affiliate of any Lender according to the amounts of such obligations owing to the Canadian Administrative Agent, the Lenders or any affiliate of any Lender; Third, to the Lenders or, in the case of any Specified Hedge ----- Agreement, any affiliate of any Lender, to pay principal of, accrued and unpaid interest on, and other amounts payable hereunder with respect to all indebtedness, obligations and liabilities of the Canadian Borrower and its Subsidiaries under the Loan Documents (including, without limitation, the obligations of the Canadian Borrower to cash collateralize Canadian L/C Obligations) and all amounts payable in respect of any Specified Hedge Agreement of the Canadian Borrower or any of its Subsidiaries, but only to the extent that, and only so long as, the obligations of the Canadian Borrower under this Agreement are secured and guaranteed pursuant to the Canadian Security Documents and the Canadian Facility Guarantees, ratably among the Lenders according to the amounts of such obligations owing to the Lenders or, in the case of any Specified Hedge Agreement, any affiliate of any Lender; Fourth, after payment in full of all of the amounts ------ described in the foregoing clauses First, Second and Third of ----- ------ ----- this paragraph (a), to the Canadian Borrower or the other Loan Parties entitled thereto or as otherwise may be required under applicable law. (b) Notwithstanding (i) any provision hereof or of any other Loan Document and (ii) the prio...