Intercreditor Agent. (a) The parties acknowledge that all of the rights, protections, immunities and powers (including, without limitation, the right to indemnification) applicable to Xxxxx Fargo Bank, National Association as Administrative Agent under the Credit Agreement are hereby incorporated by reference and shall be applicable to Xxxxx Fargo Bank, National Association as Intercreditor Agent under this Agreement as if fully set forth herein.
Intercreditor Agent. 2.3.1 Notwithstanding anything to the contrary expressed or implied herein, the Intercreditor Agent shall not:
Intercreditor Agent. Upon receipt by the Collateral and Intercreditor Agent of a written notice from any Voting Creditor Representative that a Collateral Event of Default has occurred and is continuing and while it has not received notice of the cessation of such Collateral Event of Default, the Collateral and Intercreditor Agent may, at is own discretion (but shall not be obligated to) or shall, upon the written direction of the Required Creditors, exercise its powers under Section 3.1 hereof to liquidate investments credited to any Event of Loss Account and transfer all amounts held therein to a Collateral Account for distribution pursuant to Section 4.2.
Intercreditor Agent. From: (1) The Secretary of State for Transport ("Secretary of State")
Intercreditor Agent. Senior-Priority Agents and Second-Priority Agents. It is understood and agreed that (a) JPMCB is entering into this Agreement in its capacity as administrative agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to JPMCB as administrative agent thereunder shall also apply to JPMCB as Intercreditor Agent hereunder, (b) The Bank of New York Mellon Trust Company, N.A. is EXECUTION VERSION entering into this Agreement in its capacity as Trustee and as Collateral Agent under the Second Lien Notes Indenture, and the provisions of Article 7 of the Second Lien Notes Indenture applicable to the Trustee thereunder shall also apply to it hereunder, (c) The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement in its capacity as trustee under the First Lien Notes Indenture, and the provisions of Article 7 of the First Lien Notes Indenture applicable to The Bank of New York Mellon Trust Company, N.A. thereunder shall also apply to it hereunder and (d) The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement in its capacity as trustee and as collateral agent under the 1-1/2 Lien Notes Indenture, and the provisions of Article 7 of the 1-1/2 Lien Notes Indenture applicable to The Bank of New York Mellon Trust Company, N.A. thereunder shall also apply to it hereunder.
Intercreditor Agent. .. 6 Section 2.1 Appointment of the Intercreditor Agent............................................ 6 Section 2.2 Intercreditor Agent's Rights and Obligations...................................... 6 Section 2.3
Intercreditor Agent. 9 Section 2.4 Defaults.......................................................................... 10 Section 2.5 Nonliability...................................................................... 11 Section 2.6 Resignation of the Intercreditor Agent............................................ 11 Section 2.7 Removal of the Intercreditor Agent................................................ 13 Section 2.8 Authorization..................................................................... 13 Section 2.9 Intercreditor Agent as Secured Party; Other Banking Business...................... 13 Section 2.10 Notice of Amounts Owed............................................................ 14
Intercreditor Agent. If possession of the Phase II “Palazzo” project is necessary to cure such breach or default, and the Intercreditor Agent or its designee(s) or assignee(s) declares the Company in default and commences foreclosure proceedings, the Intercreditor Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings. If the Intercreditor Agent or its designee(s) or assignee(s) are prohibited by any court order or bankruptcy or insolvency proceedings from curing the default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition. The Undersigned consents to the transfer of the Company’s interest under the Contract to the Secured Lenders or any of them or another party that is reputable, experienced and/or qualified to own and operate the Phase II “Palazzo” project and with the financial wherewithal (including available financing) to complete the Phase II “Palazzo” project (such other party, an “Acceptable Purchaser”) at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by the Company in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the Undersigned shall recognize the Secured Lenders or any of them or an Acceptable Purchaser as the applicable party under the Contract (provided that such Secured Lenders or an Acceptable Purchaser assumes the obligations of the Contract under the Contract).
Intercreditor Agent. EXECUTED as a deed by DNB BANK ASA as Intercreditor Agent acting by: Florianne Xxxxx its authorised signatory /s/ Florianne Xxxxx Authorised Signatory In the presence of: Witness Name: Magnus Midigard Address: DND BANK ASA 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, X.X. 00000 X.X.X. Occupation: Legal advisor
Intercreditor Agent. THE FUJI BANK, LIMITED Technical Agent --------------- CREDIT LYONNAIS Tranche B Lenders ----------------- CREDIT LYONNAIS By /s/ PHILIPPE SOUSTRA -------------------------------- Name: Philippe Soustra Title: Attorney-in-Fact THE DAIWA BANK, LIMITED NEW YORK BRANCH By /s/ SHINXXXX XXXXX -------------------------------- Name: Shinxxxx Xxxxx Title: Attorney-in-Fact THE DAI-ICHI KANGYO BANK, LIMITED NEW YORK BRANCH By /s/ TAKAXXXX XXXXXXXX -------------------------------- Name: Takaxxxx Xxxxxxxx Title: Attorney-in-Fact THE FUJI BANK, LIMITED NEW YORK BRANCH By /s/ HAJIXX XXXXXXXX -------------------------------- Name: Hajixx Xxxxxxxx Title: Attorney-in-Fact THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY By /s/ KENIXXXXX XXXXXX -------------------------------- Name: Kenixxxxx Xxxxxx Title: Attorney-in-Fact KOREA FIRST BANK NEW YORK AGENCY By /s/ HEUNG-JE KIM -------------------------------- Name: Heung-Je Kim Title: Attorney-in-Fact THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED NEW YORK BRANCH By /s/ KENIXXX XXXXX -------------------------------- Name: Kenixxx Xxxxx Title: Attorney-in-Fact THE MITSUBISHI BANK, LIMITED NEW YORK BRANCH By /s/ YOSHXXXXXXX XXXX -------------------------------- Name: Yoshxxxxxxx Xxxx Title: Attorney-in-Fact THE MITSUBISHI TRUST AND BANKING CORPORATION NEW YORK BRANCH By /s/ TATSUHISA TESHIMA -------------------------------- Name: Tatsuhisa Teshima Title: Attorney-in-Fact THE NORINCHUKIN BANK NEW YORK BRANCH By /s/ SHOJXXX XXXXXXXX -------------------------------- Name: Shojxxx Xxxxxxxx Title: Attorney-in-Fact THE SAKURA BANK, LIMITED NEW YORK BRANCH By /s/ MASAX XXXXXXX -------------------------------- Name: Masax Xxxxxxx Title: Attorney-in-Fact THE SANWA BANK, LIMITED NEW YORK BRANCH By /s/ AKIRX XXXXXXXX -------------------------------- Name: Akirx Xxxxxxxx Title: Attorney-in-Fact SOCIETE GENERALE TOKYO BRANCH By /s/ PATRXXX XXXGER -------------------------------- Name: Patrxxx Xxxger Title: General Manager for Japanese Branches THE SUMITOMO BANK, LIMITED NEW YORK BRANCH By /s/ KIYOXXXX XXXXXXXX -------------------------------- Name: Kiyoxxxx Xxxxxxxx Title: Attorney-in-Fact THE TOKAI BANK, LIMITED NEW YORK BRANCH By /s/ TORU XXXXX -------------------------------- Name: Toru Xxxxx Title: Attorney-in-Fact Schedule 1
