Notes Intercreditor Agreement. REFERENCE IS MADE TO THE NOTES INTERCREDITOR AGREEMENT. EACH LENDER HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE NOTES INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO ENTER INTO THE NOTES INTERCREDITOR AGREEMENT ON BEHALF OF SUCH LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THIS AGREEMENT TO EXTEND CREDIT AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE NOTES INTERCREDITOR AGREEMENT. EACH LOAN PARTY UNDERSTANDS THAT THE NOTES INTERCREDITOR AGREEMENT IS FOR THE SOLE BENEFIT OF THE SENIOR LENDERS (AS DEFINED IN THE NOTES INTERCREDITOR AGREEMENT) AND THE TRUSTEE AND SECOND PRIORITY SECURED PARTIES (AS DEFINED IN THE NOTES INTERCREDITOR AGREEMENT) AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THAT (EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN OR THEREIN) SUCH LOAN PARTY IS NOT AN INTENDED BENEFICIARY OR THIRD PARTY BENEFICIARY THEREOF.
Notes Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement, the rights and obligations of the Junior Note Secured Parties, on the one hand, and the Senior Note Secured Parties, on the other hand, with respect to the Collateral shall be governed by and subject to the terms of the Notes Intercreditor Agreement. In the event of a conflict between the terms of this Agreement and the Notes Intercreditor Agreement with respect to any matter pertaining solely to the respective rights or obligations of the Junior Note Secured Parties, on the one hand, and the Senior Note Secured Parties, on the other hand, then the Notes Intercreditor Agreement shall prevail.
Notes Intercreditor Agreement. (a) The Administrative Agent and the US Collateral Agent are each authorized and directed to enter into the Notes Intercreditor Agreement on behalf of the Lenders and each of the Lenders hereby approves and agrees to be bound by the terms of the Notes Intercreditor Agreement.
Notes Intercreditor Agreement. In accordance with Section 10.20 of the Credit Agreement, each of the undersigned Lenders hereby authorizes and instructs the Administrative Agent to enter into the Notes Intercreditor Agreement.
Notes Intercreditor Agreement. All rights and remedies of the Secured Party hereunder are subject to the terms of the Notes Intercreditor Agreement. This provision is for the benefit of, and may be enforced exclusively by, the Secured Party and the other parties to the Notes Intercreditor Agreement, other than the Grantor. For the avoidance of doubt, this provision is not for the benefit of the Grantor and may not, under any circumstances, be enforced by the Grantor.
Notes Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Agents pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by any of the Agents hereunder or under any other Loan Document are subject to the provisions of the Notes Intercreditor Agreement. In the event of any conflict between the terms of the Notes Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Notes Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Agents (and the Lenders) shall be subject to the terms of the Notes Intercreditor Agreement, and until the Discharge of Note Obligations (as defined in the Notes Intercreditor Agreement), (i) no Loan Party shall be required hereunder or under any other Loan Document to take any action with respect to the Notes Priority Collateral intended or purporting to secure Trademark Secured Debt on a first priority basis that is inconsistent with such Loan Party’s obligations under the applicable Notes Documentation and (ii) any obligation of any Loan Party hereunder or under any other Loan Document with respect to the delivery or control of any of the Notes Priority Collateral, the novation of any Lien on any certificate of title, xxxx of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case, with respect to the Notes Priority Collateral, shall be deemed to be satisfied if the Loan Party complies with the requirements of the similar provision of the applicable Notes Documentation. Until the Discharge of Note Obligations, the Agents may not require any Loan Party to take any action with respect to the creation, perfection or priority of its security interest in any of the Notes Priority Collateral intended or purporting to secure any Trademark Secured Debt on a first priority basis, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the applicable agent under the applicable Notes Documentation shall have required such Loan Party to take similar action, and delivery of any such Notes Priority Collateral to the applicable agent pursuant to the app...
Notes Intercreditor Agreement. (i) All references to the term “Grantor” in the Notes Intercreditor Agreement, or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be references to, and shall include, the Company as of the date hereof.
Notes Intercreditor Agreement. REFERENCE IS MADE TO THE NOTES INTERCREDITOR AGREEMENT. EACH LENDER HEREUNDER AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE NOTES INTERCREDITOR AGREEMENT AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE NOTES INTERCREDITOR AGREEMENT ON BEHALF OF SUCH XXXXXX. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS UNDER THIS AGREEMENT TO EXTEND CREDIT AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE NOTES INTERCREDITOR AGREEMENT.
Notes Intercreditor Agreement. The Required Lenders hereby authorizes the Administrative Agent to enter into the Notes Intercreditor Agreement and agrees to be bound by the provisions thereof.”
Notes Intercreditor Agreement. In connection with the transactions contemplated by this First Supplemental Indenture, the Issuer, the Guarantors, the Collateral Agent (based solely on the direction of the Majority of Holders in connection with the execution and delivery of this First Supplemental Indenture) and the 2028 Notes Collateral Agent shall enter into that certain Intercreditor Agreement, dated as of the date hereof, in substantially the form set forth as Exhibit A attached hereto.
