Term Loan Intercreditor Agreement. Each Lender and Issuing Lender hereunder (on behalf of itself and its Affiliates): (a) consents to the subordination of Liens provided for in the Term Loan Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Term Loan Intercreditor Agreement and (c) authorizes and instructs the Agent to enter into the Term Loan Intercreditor Agreement as the ABL Collateral Agent (as defined in the Term Loan Intercreditor Agreement) and ABL Administrative Agent (as defined in the Term Loan Intercreditor Agreement), on behalf of such Lender and Issuing Lender. The foregoing provisions are intended as an inducement to the Term Claimholders (as defined in the Term Loan Intercreditor Agreement) to enter into the arrangements contemplated by the Term Loan Collateral Documents (as defined in the Term Loan Intercreditor Agreement) and the Term Claimholders are intended third party beneficiaries of such provisions and the provisions of the Term Loan Intercreditor Agreement.
Term Loan Intercreditor Agreement. The Administrative Agent is authorized to enter into the Term Loan Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of the Term Loan Intercreditor Agreement and that the Term Loan Intercreditor Agreement is binding upon it. Each Lender and L/C Issuer hereunder (on behalf of itself and any Secured Parties that may be its Affiliate): (a) hereby consents to the subordination of Liens on the terms set forth in the Term Loan Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Term Loan Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the Term Loan Intercreditor Agreement and any amendments or supplements expressly contemplated thereby as the ABL Agent (as defined in the Term Loan Intercreditor Agreement), on behalf of such Lender and L/C Issuer. In the event of any conflict between the terms of this Agreement and the terms of the Term Loan Intercreditor Agreement, the terms of the Term Loan Intercreditor Agreement shall control. ARTICLE XI.
Term Loan Intercreditor Agreement. (a) This Related Real Estate Collateral Security Agreement and the Liens granted to the Administrative Agent pursuant to this Related Real Estate Collateral Security Agreement or any other Loan Documents in any Collateral and the exercise of any right or remedy with respect to any Collateral hereunder or any other Loan Document are subject to the provisions of the Term Loan Intercreditor Agreement. In the event of any inconsistency between the terms of this Related Real Estate Collateral Security Agreement and the terms of the Term Loan Intercreditor Agreement, the terms of the Term Loan Intercreditor Agreement shall control.
Term Loan Intercreditor Agreement. Without limiting the generality of the foregoing, each Lender agrees that (a) such Lender has received and reviewed a copy of the Term Loan Intercreditor Agreement and any exhibits and schedules to them, (b) the Administrative Agent is authorized to execute, deliver and perform its obligations under the Term Loan Intercreditor Agreement on behalf of such Lender, and (c) such Lender is and shall be bound (as a Lender) in all respects by the terms and conditions of the Term Loan Intercreditor Agreement as if a direct signatory party thereto.
Term Loan Intercreditor Agreement. The execution and delivery of an Intercreditor Agreement among the Agent and the Term Loan Lenders, in form and substance reasonably satisfactory to the Agent and the Lenders. The Term Loan shall have been consummated and be in full force and effect.
Term Loan Intercreditor Agreement. Notwithstanding anything herein to the contrary, each of (i) the Obligations of the Loan Parties under this Agreement, (ii) the Lien and security interest granted to Agent for the benefit of the Lenders pursuant to this Agreement (including priority thereof), (iii) the release of Collateral from the Lien granted and created hereby and (iv) the exercise of any right or remedy by Agent hereunder are, in each case, subject to the provisions of the Term Loan Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Term Loan Intercreditor Agreement and this Agreement, the provisions of the Term Loan Intercreditor Agreement shall control. [Signature page follows] -80-
Term Loan Intercreditor Agreement. Anything herein to the contrary notwithstanding, the Liens and security interests securing the Obligations evidenced by this Agreement, the exercise of any right or remedy with respect thereto, and certain of the rights of the parties hereto are subject to the provisions of the Term Loan Intercreditor Agreement. In the event of any conflict between the terms of the Term Loan Intercreditor Agreement and this Agreement, the terms of the Term Loan Intercreditor Agreement shall govern and control.
Term Loan Intercreditor Agreement. Notwithstanding anything to the contrary set forth in the Term Loan Intercreditor Agreement, with respect to rights and remedies of any of the ABL Secured Parties and the LC Secured Parties, as between each other, in the event of any conflict or inconsistency with the terms and conditions set forth herein with respect to the Collateral, as between the ABL Secured Parties and the LC Secured Parties, the terms of this Agreement shall govern and control.
Term Loan Intercreditor Agreement. The definition of “Term Loan Intercreditor Agreement” in Section 1.162 of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting the following therefor:
Term Loan Intercreditor Agreement. The parties hereto acknowledge: (i) that the exercise of certain of the Administrative Agent’s and the Lenders’ rights and remedies hereunder may be subject to, and restricted by, the provisions of the Term Loan Intercreditor Agreement, and (ii) to the extent any Loan Party is required under the Loan Document to deliver any Collateral to the Administrative Agent for purposes of possession and is unable to do so as a result of having delivered such Collateral to the Term Loan Agent in accordance with the terms of the Term Loan Intercreditor Agreement, such Loan Party’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the Term Loan Agent, acting as agent for perfection of the Administrative Agent. (Signature Pages Follow) 158
