New Intercreditor Agreement Sample Clauses

New Intercreditor Agreement. In connection with any secured refinancing of the Loans pursuant to Section 7.2.2(a) or any secured financing of the Borrowers under Section 7.2.2(h), each of the Lenders hereby authorizes and instructs each Agent to enter into an intercreditor agreement (on terms substantially identical to those of the Intercreditor Agreement) with the holders of Indebtedness that refinanced the Loans or that financed the secured Indebtedness of the Borrowers under Section 7.2.2(h) (or an agent or trustee acting on their behalf), providing that such holders (or such agent or trustee) shall have the same Lien priority as the holders the Loans.
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New Intercreditor Agreement. Each Lender (a) authorizes Agent to terminate the Intercreditor Agreement, dated as of March 31, 2004, by and between Agent and Ableco Finance LLC, as agent, (b) authorizes Agent to enter into the Intercreditor Agreement, dated on or about the date hereof (the "New Intercreditor Agreement"), by and between Agent and Canpartners Investments IV, LLC, as agent for the Tranche B Term Loan Lenders, and (iii) agrees that it will be bound (as a Lender) by the terms and conditions of the New Intercreditor Agreement.
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New Intercreditor Agreement. The Collateral Trustee and the Noteholders agree that, at such time as all of the then outstanding Credit Agreement Obligations are Refinanced, they will enter into a new intercreditor agreement with the lenders providing such Refinancing upon such other lenders’ request, provided that (i) such new intercreditor agreement supersedes this Agreement, (ii) such new intercreditor agreement contains terms and conditions that are substantially similar to, and, in any event, no less favorable to the Noteholders than, those set forth in this Agreement, (iii) no Triggering Event has occurred and (iv) such new intercreditor agreement is executed at the time such Refinancing is consummated. Intercreditor and Collateral Trust Agreement
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New Intercreditor Agreement. The Administrative Agent shall have received counterparts of the Intercreditor Agreement dated as of the date hereof, duly executed and delivered by the Company, each Subsidiary Guarantor and the administrative agent under the New Term Loan Agreement.
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New Intercreditor Agreement. If this Agreement shall be terminated as provided herein and Cedar Fair LP or any other Borrower has incurred any indebtedness in favor of any bank, financial institution or institutional investor (each a "New Creditor") in connection with the refinancing of any of the Senior Indebtedness, Cedar Fair LP will, at its own expense, upon the request of any Senior Creditor, enter into, and cause each other Credit Party and New Creditor to enter into, a new intercreditor agreement, substantially in the form hereof and as otherwise in all respects satisfactory in form and substance to the Senior Creditors.
Sample 1
New Intercreditor Agreement. Each Lender (a) authorizes Agent to terminate the Intercreditor Agreement, dated as of October 29, 2004, by and between Agent and Canpartners Investments IV, LLC, as agent, (b) authorizes Agent to enter into the Intercreditor Agreement, dated on or about the date hereof (the "New Steel Partners Intercreditor Agreement"), by and between Agent and Steel Partners II, L.P., as agent for the Tranche B Term Loan Lenders, and (iii) agrees that it will be bound (as a Lender) by the terms and conditions of the New Steel Partners Intercreditor Agreement.
Sample 1
New Intercreditor Agreement. (a) The Required Lenders hereby acknowledge and agree that the Administrative Agent hereunder and the Administrative Agent under the L/C Credit Agreement are simultaneously entering into an Intercreditor Agreement (the FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT "L/C Intercreditor Agreement") that confirms that the L/C Facility Indebtedness and the Obligations shall be secured on a pari passu basis.
Sample 1
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Related to New Intercreditor Agreement

  • Intercreditor Agreement By accepting a Note, each Holder is deemed to acknowledge that the obligations of the Company under the First Lien Credit Agreement and Refinancing Indebtedness in respect thereof are and shall be secured by Liens on assets of the Company and the other Grantors that constitute Collateral under the Security Documents and that the relative Lien priorities and other creditor rights of the Holders hereunder and the secured parties thereunder will be set forth in the Intercreditor Agreement. By accepting a Note, each Holder is deemed to acknowledge that it has received a copy of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to (a) consent to the subordination of the Liens on the Collateral securing the Notes and the Subsidiary Guarantees on the terms set forth in the Intercreditor Agreement, authorize and direct the Trustee and the Collateral Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder, (c) agrees that, upon the execution and delivery thereof, such Holder will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) agrees that no Holder shall have any right of action whatsoever against the Trustee or the Collateral Agent as a result of any action taken by the Trustee or the Collateral Agent pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement. By accepting a Note, each Holder is deemed to further irrevocably authorize and direct the Trustee and the Collateral Agent (i) to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and (ii) to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Notes or any refinancing indebtedness in respect thereof as are reasonably acceptable to the Trustee and Collateral Agent to give effect thereto, in each case on behalf of such Holder and without any further consent, authorization or other action by such Holder. The Trustee and the Collateral Agent shall have the benefit of the provisions of Article Ten with respect to all actions taken by it pursuant to this Section 14.04 or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

  • Intercreditor Agreements The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify (i) the Term Loan Intercreditor Agreement, (ii) any First Lien Intercreditor Agreement with the Senior Representative(s) of Indebtedness secured by a Lien permitted hereunder and intended to be pari passu with the Liens securing the Secured Obligations under this Agreement and (iii) any Second Lien Intercreditor Agreement with the Senior Representative(s) of the holders of Indebtedness secured by a Lien permitted hereunder and intended to be junior to the Liens securing the Secured Obligations under this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of an Officer of the Borrower as to whether the Liens governed by such Intercreditor Agreement and the priority of such Liens as contemplated thereby are not prohibited and (y) any Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any secured Specified Indebtedness not prohibited by Section 6.01 or Section 6.02 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Further, upon request of the Borrower, the Administrative Agent shall enter into, or amend, any Intercreditor Agreement to permit the incurrence of any Specified Indebtedness permitted to be secured by the Collateral hereunder.

  • Intercreditor Agreement Governs The Administrative Agent, the Collateral Agent, and each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into each intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof, and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of Permitted Other Indebtedness.

  • Accession to the Intercreditor Agreement The Additional Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a “Grantor”, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) acknowledges and agrees that the Additional Grantor shall have the rights and obligations specified under the Intercreditor Agreement with respect to a “Grantor”, and shall be subject to and bound by the provisions of the Intercreditor Agreement.

  • 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.

  • Terms Defined in the Intercreditor Agreement For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement:

  • 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

  • Payments to the Liquidity Provider Under the Intercreditor Agreement In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

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