The Intercreditor Agreement. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Security Agreement or any other Loan Document and the exercise of any right or remedy by the Collateral Agent or any Secured Party hereunder are subject to the provisions of the Intercreditor Agreements. In the event of any conflict between the terms of the Intercreditor Agreements and this Security Agreement with respect to any right or remedy of the Secured Parties relating to the Collateral, the terms of the Intercreditor Agreements shall govern and control. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the ABL Intercreditor Agreement, and until the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), (i) no Grantor shall be required hereunder to take any action with respect to ABL Priority Collateral that is inconsistent with such Grantor’s obligations under the ABL Documents and (ii) any obligation of any Grantor hereunder with respect to the delivery or control of any ABL Priority Collateral, the notation 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 ABL Priority Collateral, shall be deemed to be satisfied if the Grantor complies with the requirements of the similar provision of the ABL Credit Agreement. Until the Discharge of ABL Obligations, the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in any ABL Priority Collateral, whether pursuant to the express terms hereof or pursuant to the further assurances provisions hereof, unless the ABL Collateral Agent shall have required such Grantor to take similar action pursuant to the terms of the ABL Intercreditor Agreement, and delivery of any ABL Priority Collateral to the ABL Collateral Agent pursuant to the ABL Documents and the ABL Intercreditor Agreement shall satisfy any delivery requirement hereunder. The Collateral Agent agrees that no amendment to any Intercreditor Agreement that directly affects the rights, interests, liabilities or privileges of any Gra...
The Intercreditor Agreement. Notwithstanding anything contained herein to the contrary, if any terms of this Agreement or any other agreement or document executed in conjunction herewith conflicts with any provision contained in the Intercreditor Agreement the Intercreditor Agreement shall prevail and all disputes, conflicts and interpretations shall be resolved in favor of the Intercreditor Agreement.
The Intercreditor Agreement. The Pass Through Trustee is hereby directed to execute and deliver the Intercreditor Agreement on or prior to the Issuance Date in the form delivered to the Pass Through Trustee by the Company. The Pass Through Trustee represents and warrants that the Intercreditor Agreement will be duly executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf.
The Intercreditor Agreement. 10. The UCC-1 financing statements (the "Financing Statements") in the form annexed to the Agreement as Exhibit , for filing in the offices listed on Schedule I hereto;
The Intercreditor Agreement. The Administrative Agent is hereby irrevocably authorized by the Required Lenders to execute and deliver the Intercreditor Agreement on behalf of each of the Lenders and to take such action and exercise such powers under the Intercreditor Agreement as the Administrative Agent considers appropriate, provided the Administrative Agent shall not amend the Intercreditor Agreement unless (a) such amendment is agreed to in writing by the Required Lenders, or (b) such amendment is necessary as a result of an amendment, waiver or other modification of this Agreement that has been approved by the Required Lenders. Each Lender acknowledges and agrees that it (and any assignee of such Lender) will be bound by the terms and conditions of the Intercreditor Agreement upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically provided for herein, no Lender other than the Administrative Agent shall have the right to institute any suit, action or proceeding in equity or at law for the enforcement of any remedy under the Intercreditor Agreement; it being understood and intended that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent in the manner provided for in the Intercreditor Agreement for the benefit of the Lenders.
The Intercreditor Agreement. (f) Copies of the Tariff and the Credit and Collection Policy which, in the case of the Credit and Collection Policy will become Schedules III and IV to this Agreement and replace the current Schedules III and IV.
The Intercreditor Agreement. The Administrative Agent is hereby irrevocably authorized by the Lenders to execute and deliver the Intercreditor Agreement on behalf of each of the Lenders and to take such action and exercise such powers under the Intercreditor Agreement as the Administrative Agent considers appropriate, provided the Administrative Agent shall not amend the Intercreditor Agreement unless (a) such amendment is agreed to in writing by the Required Lenders, or (b) such amendment is necessary as a result of an amendment, waiver or other modification of this Agreement that has been approved by the Required Lenders; provided further that following the payment in full of the Private Placement Notes, the Lenders hereby authorize the Administrative Agent to enter into such amendments or modifications to the Intercreditor Agreement as shall be necessary to terminate the Intercreditor Agreement concurrently with either (x) the termination of the Intercreditor Agreement by each other party thereto or (y) the release of all Subsidiary Guarantors (as defined in the Intercreditor Agreement) from their guarantees of the Guarantied Obligations (as defined in the Intercreditor Agreement). Each Lender acknowledges and agrees that it (and any assignee of such Lender) will be bound by the terms and conditions of the Intercreditor Agreement upon the execution and delivery thereof by the Administrative Agent. Except as otherwise specifically provided for herein, no Lender other than the Administrative Agent shall have the right to institute any suit, action or proceeding in equity or at law for the enforcement of any remedy under the Intercreditor Agreement; it being understood and intended that all proceedings at law or in equity shall be instituted, had, and maintained by the Administrative Agent in the manner provided for in the Intercreditor Agreement for the benefit of the Lenders.
The Intercreditor Agreement. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Security Documents and the Intercreditor Agreement and of this Article 10 will not be deemed for any purpose to be an impairment of the Lien on the Collateral in contravention of the terms of this Indenture. To the extent applicable, the Company and each obligor on the Securities shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien hereof and of the Security Documents, to be complied with. Any certificate or opinion required by § 314(d) of the TIA may be made by an Officer of the Company, except in cases where § 314(d) of the TIA requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care.
The Intercreditor Agreement. We understand and acknowledge that the Secured Quota shall serve as first ranking collateral to secure our claims and rights under the Credit Facility Agreement and the Fortis Quota Pledge Agreement against Xxxxx Agri and the Pledgor pari passu with the respective claims and rights of (i) ING BANK N.V. LONDON BRANCH under the ING Quota Pledge Agreement and the Indenture, and (ii) BPKO S.A. under the BPKO Quota Pledge Agreement and the Credit Facility Agreement, respectively. We further undertake and acknowledge that pursuant to the respective provisions of the ING Quota Pledge Agreement, the BPKO Quota Pledge Agreement and the FORTIS Quota Pledge Agreement, we may enforce our claims against the Secured Quota - in any and all circumstances - pursuant to Section 6. of the Fortis Quota Pledge Agreement and the BPKO Quota Pledge Agreement. Dated: [l], Budapest In the name and on behalf of FORTIS BANK POLSKA S.A., ___________________________ name: title: In the name and on behalf of FORTIS BANK AUSTRIA N.V ___________________________ name: title: ING BANK LONDON BRANCH DECLARATION to the BPKO Quota Pledge Agreement between Bols Sp. z o.o. and BANK PH S.A., dated [•], Budapest Terms and conditions, if not otherwise defined herein, shall have the meaning as set forth in the Quota Pledge Agreement between Bols Sp. z o.o. [ , BOLS Hungary Italárú-importor és Forgalmazó Korlátolt Felelosségu Társaság] and BANK PH S.A dated [•], Budapest. We the undersigned and duly authorised representatives of ING BANK N.V. LONDON BRANCH, a banking corporation (naamloze vennootschap) duly incorporated under the laws of The Netherlands, with registered address at Xxxxxxxxxxxxxxx 000, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx, registration no. 33031431, acting through its London Branch, with office address at 00 Xxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx and registered in the United Kingdom under number FC010062 (“ING BANK N.V. LONDON BRANCH”), as lender under the Indenture Agreement entered into with Central European Distribution Corporation Inc. (“CEDC”) on July 25, 2005, and as pledgee under the ING Quota Pledge Agreement entered into with Bols Sp. Z.o.o. (“Bols”) on [•] hereby declare that we have read and therefore are fully aware of all terms and conditions of
The Intercreditor Agreement. (a) Simultaneously with the execution and delivery of this Indenture, the Trustee shall enter into the Intercreditor Agreement acting for itself and on behalf of all Holders of the Outstanding Securities and all future Holders of any of the Securities.
