Pari Passu Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Pari Passu Intercreditor Agreement (if in effect), (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the Pari Passu Intercreditor Agreement, on the other hand, the terms and provisions of the Pari Passu Intercreditor Agreement shall control and (iii) each Lender and L/C Issuer (A) authorizes the Administrative Agent to execute the Pari Passu Intercreditor Agreement on behalf of such Lender and L/C Issuer, and (B) agrees to be bound by the terms of the Pari Passu Intercreditor Agreement and agrees that any action taken by the Administrative Agent under the Pari Passu Intercreditor Agreement shall be binding upon such Lender and L/C Issuer.
Pari Passu Intercreditor Agreement. This Security Agreement is subject to the terms of the Pari Passu Intercreditor Agreement. In the event of any conflict between the terms of the Pari Passu Intercreditor Agreement and the terms of this Security Agreement, the terms of the Pari Passu Intercreditor Agreement shall govern.
Pari Passu Intercreditor Agreement. The Administrative Agent shall have received the Pari Passu Intercreditor Agreement, executed by the Administrative Agent and the First Lien Notes Collateral Agent. For purposes of determining compliance with the conditions specified in this Section 6 (and irrespective of whether any Lender has signed this Agreement), each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Pari Passu Intercreditor Agreement. The Notes Collateral Agent and the New Term Loan Credit Agreement Collateral Agent will enter into an intercreditor agreement (as the same may be amended, restated, supplemented or modified from time to time, the “Pari Passu Intercreditor Agreement”) with respect to the Collateral, which may be amended from time to time without the consent of the holders of First Priority Lien Obligations to add other parties holding First Priority Lien Obligations permitted to be incurred under the Indenture, the New Term Loan Credit Agreement and the Pari Passu Intercreditor Agreement. Although the holders of the Notes will not be party to the Pari Passu Intercreditor Agreement, by their acceptance of the Notes they agree to be bound thereby. Under the Pari Passu Intercreditor Agreement, only the “Controlling Collateral Agent” has the right to act or refrain from acting with respect to any Shared Collateral. The Controlling Collateral Agent is the New Term Loan Credit Agreement Collateral Agent and will remain the New Term Loan Credit Agreement Collateral Agent until the earlier of (1) the Discharge of First Priority Lien Obligations that are New Term Loan Obligations and (2) the Non-Controlling Collateral Agent Enforcement Date (such earlier date, the “Controlling Collateral Agent Change Date”). After the Controlling Collateral Agent Change Date, the Controlling Collateral Agent will be the Authorized Representative of the Series of First Priority Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First Priority Lien Obligations (excluding the Series of New Term Loan Obligations) with respect to such Shared Collateral, but solely to the extent that such Series of First Priority Lien Obligations has a larger aggregate principal amount than the New Term Loan Obligations then outstanding (the “Major Non-Controlling Collateral Agent”). With respect to any Shared Collateral, no Non-Controlling Collateral Agent or other Non-Controlling Secured Party shall or shall instruct the Controlling Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collate...
Pari Passu Intercreditor Agreement a Pari Passu Intercreditor Agreement, duly executed by the EGS Borrower, the Guarantor, and the security trustee and the facility agent in respect of the GLOVIS COUNTESS Credit Facility;
Pari Passu Intercreditor Agreement. The terms of this Agreement and the other Transaction Documents are subject to the terms of the Pari Passu Intercreditor Agreement. Where a conflict exists between this Agreement and the Intercreditor Agreement, the lntercreditor Agreement shall govern. The Creditors hereby authorize the Facility Agent and the Security Trustee to enter into the Pari Passu Intercreditor Agreement and any necessary amendment, modification or termination thereof.
Pari Passu Intercreditor Agreement. It is understood and agreed that the up to $300.0 million of New Term Loans to be incurred under the 2009 Credit Facility as contemplated by Section 6.01(v) (as amended hereby) shall constitute “2009 Obligations” under the Pari Passu Intercreditor Agreement and that the New Term Lenders (as such term is defined in the 2009 Facility) of such New Term Loans shall constitute “2009 Lenders” for purposes of the Pari Passu Intercreditor Agreement.
Pari Passu Intercreditor Agreement. (a) Upon the Incurrence or issuance of Pari Passu Indebtedness, subject to receipt of an Officer’s Certificate and Opinion of Counsel and provided that will not impose any personal obligation on the Trustee or Notes Collateral Agent or, in the opinion of the Trustee or Notes Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent under this Indenture or ABL Intercreditor Agreement, the Trustee and the Notes Collateral Agent shall enter into a pari passu intercreditor agreement (the “Pari Passu Intercreditor Agreement”) with the authorized representative and collateral agent of the holders of such Pari Passu Indebtedness with respect to the Collateral, which may be amended from time to time in accordance with its terms without the consent of the holders of the Securities to add other parties holding Pari Passu Indebtedness permitted to be incurred under this Indenture, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement.
Pari Passu Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict between the terms of the Pari Passu Intercreditor Agreement and this Security Agreement or any other Collateral Document (other than the ABL Intercreditor Agreement), the terms of the Pari Passu Intercreditor Agreement shall govern and control.
Pari Passu Intercreditor Agreement. The security interest granted under this Agreement, and the exercise of rights and remedies with respect thereto, is subject to the terms of the Pari Passu Intercreditor Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of Credit Agreement Obligations (as such term is defined in the Pari Passu Intercreditor Agreement), the requirements of this Agreement to deliver Pledged Securities to the Administrative Agent shall be deemed satisfied by delivery thereof to the Credit Agreement Collateral Agent as gratuitous bailee and non-fiduciary agent for the Administrative Agent in compliance with the Pari Passu Intercreditor Agreement.
