Noteholder Intercreditor Agreement definition

Noteholder Intercreditor Agreement means that certain Noteholder Intercreditor Agreement, dated as of October 25, 2002, between the holders of the 2002 Senior Secured Fund Notes, The 1818 Mezzanine Fund II, L.P., in its capacity as collateral agent for such holders, and the Agent on behalf of itself and the Banks.

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Noteholder Intercreditor Agreement means that certain Amended and Restated Intercreditor Agreement, dated as of the Closing Date, by and among Manufacturers and Traders Trust Company and the Notes Collateral Agent, as acknowledged by the Loan Parties, to which Collateral Agent has joined in accordance with the terms thereof.

Noteholder Intercreditor Agreement. Maturity Date," "Material Recovery Event," "Net Cash Proceeds," "Note Purchase Agreement," and "2002 Senior Secured Fund Notes" to be inserted into Article I in appropriate alphabetical order and (ii) amending the definitions of "Applicable Margin" and "Change of Control" to read as follows:

Examples of Noteholder Intercreditor Agreement in a sentence

• The Noteholder Intercreditor Agreement is attempted to be revoked by any holder of the 2002 Junior Secured Fund Notes or any collateral agent thereof or is otherwise asserted to be invalid or unenforceable by the Company or any holder of the 2002 Junior Secured Fund Notes or any collateral agent thereof, or any such party asserts the invalidity or unenforceability of the Debt in connection with its rights under the Noteholder Intercreditor Agreement.

• The Noteholder Intercreditor Agreement shall have been supplemented to make certain clarifications in form and substance reasonably satisfactory to the Agent.

• Agent shall have received an opinion of counsel to Borrower and its subsidiaries, in form and substance satisfactory to the Agent, as to the authorization, due execution and delivery, and enforceability by and against Borrower and the Subsidiaries thereof which are parties thereto of this Amendment No. 4 to Credit Agreement, Amendment No. 4 to Loan Agreement and the Noteholder Intercreditor Agreement.

• Each Lender hereby authorizes and directs Agent, on behalf of Lenders, to enter into, execute, deliver and perform under the Subordinated Noteholder Intercreditor Agreement.

• Subject to the Noteholder Intercreditor Agreement, each Grantor shall accept any cash and Investment Property constituting Collateral in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all such cash and Investment Property (other than any Investment Property pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to the Collateral Agent’s Control.

• Subject to the Noteholder Intercreditor Agreement, each Grantor will maintain all (i) Electronic Chattel Paper so that the Collateral Agent has control of the Electronic Chattel Paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable records so that the Collateral Agent has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record.

• The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default and subject to the Noteholder Intercreditor Agreement, to indorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or indorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder.

• Agent shall have received an opinion of counsel to Borrower and its subsidiaries, in form and substance satisfactory to the Agent, as to the authorization, due execution and delivery, and enforceability by and against Borrower and the Subsidiaries thereof which are parties thereto of this Amendment No. 4 to Loan Agreement, Amendment No. 4 to Credit Agreement and the Noteholder Intercreditor Agreement.

• To evidence the continuing effectiveness of the Bank Group/Senior Noteholder Intercreditor Agreement, as a condition precedent to the Effective Date there shall have been delivered to the Administrative Agent the Reaffirmation of Intercreditor Agreement.

• No person other than the Collateral Agent has control or possession of all or any part of the Collateral, except as permitted by the Loan Agreements, the Other Documents and the Noteholder Intercreditor Agreement.

More Definitions of Noteholder Intercreditor Agreement

Noteholder Intercreditor Agreement means the Collateral Trust and Intercreditor Agreement dated as of June 12, 2009 among the Borrower, the other grantors party thereto, The Bank of New York Mellon Trust Company, N.A., as Collateral Trustee, the Administrative Agent and The Bank of New York Mellon Trust Company, N.A., as Initial Additional Authorized Representative.

Noteholder Intercreditor Agreement. Material Recovery Event," "Net Cash Proceeds," "Note Purchase Agreement," "Restated Revolving Credit Notes," "Revolving Credit Notes," and "2002 Senior Secured Fund Notes" to be inserted into Article I in appropriate alphabetical order and (ii) amending the definitions of "Applicable Commitment Fee Rate," "Applicable Margin," "Change in Control" and "Commitment Period," to read as follows:

Noteholder Intercreditor Agreement. Old Notes Agreements" "Old Notes Indebtedness" "Old Notes Indenture" "Old Notes Intercreditor Agreement" "Old Notes Security Agreements" "Old Notes Trustee" "Senior Loan Agreements" "Senior Security Agreements" "Subordinated Creditor"

Noteholder Intercreditor Agreement means a Collateral Trust and Intercreditor Agreement entered into by the Administrative Agent pursuant to clause (x) of Section 7.01(o), substantially in the form of Annex A to the Second Amendment to Term Loan Credit Agreement dated as of May 29, 2009, with such changes as may be acceptable to the Administrative Agent.”