Intercreditor Arrangements. Reference is made to the Intercreditor Agreement Among Group Lenders. Each Lender, on behalf of itself and its Affiliates (as other Secured Parties accepting the benefits of the Security Documents), with respect to Group Commitments, Group Loans and Group Secured Obligations hereunder and under the Group Loan Documents (i) acknowledges that it has received a copy of the Intercreditor Agreement Among Group Lenders, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement Among Group Lenders, (iii) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement Among Group Lenders as the Administrative Agent and on behalf of such Lender and its Affiliates (as other Secured Parties accepting the benefits of the Security Documents) and (iv) agrees that it will not effect any assignment or participation under Section 10.06 or otherwise unless such assignment or participation is expressly subject to the Intercreditor Agreement Among Group Lenders.
Intercreditor Arrangements. (a) The Tranche A Secured Parties and the Tranche B Secured Parties agree that the Collateral shall be held by the Collateral Agent, in its capacity as such, on behalf of the Secured Parties. The Lien of the Tranche A Mortgage, the Liens created under the Tranche A Borrower Security Agreement, the Liens created under the Tranche A Enterprises Pledge Agreement) and all liens and security interests created or evidenced thereby (collectively, the "TRANCHE A LIEN") are hereby made and shall continue to be junior, subject, and subordinate in all respects to, respectively, the Lien of the Tranche B Mortgage, the Liens created under the Tranche B Borrower Security Agreement, the Liens created under the Tranche B Enterprises Pledge Agreement and all Liens and security interests created or evidenced thereby (collectively, the "TRANCHE B LIEN") including, without limitation, after the occurrence and during the continuance of a Default or an Event of Default. So long as any Tranche B Obligations remain outstanding, the Tranche B Secured Parties shall have the right to vote and instruct the Collateral Agent to act with respect to the Collateral secured by the Tranche B Lien and the Tranche A Lien. Once the Tranche B Obligations have been repaid in full in cash, the Tranche A Secured Parties shall have the right to so vote and instruct. Any proceeds received as a result of any sale, lease, transfer or other disposition in respect of the Collateral first shall be applied to repay the Tranche B Obligations in full in cash, and thereafter, shall be applied to repay any outstanding Tranche A Obligations. Each Tranche A Secured Party agrees not to enforce or exercise any right or remedy in respect of the Collateral, or take or receive from the Borrower or the Collateral Agent, directly or indirectly, in cash or other property or by set-off or in any other manner, whether pursuant to any judicial or non-judicial enforcement, collection, execution, levy or foreclosure proceedings or otherwise, including by deed in lieu of foreclosure, any Collateral or any part or proceeds thereof or interest therein, in each case unless and until all Tranche B Obligations have been paid in full in cash.
Intercreditor Arrangements. The Pledgors, the Agents and the Term Loan Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies may be subject to, and restricted by, the provisions of the Intercreditor Agreement. Except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Pledge Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, and the Term Loan Lenders shall remain in full force and effect.
Intercreditor Arrangements. The Administrative Agent is authorized to enter into any intercreditor or subordination agreement with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens and which Indebtedness contemplates or would necessitate an intercreditor, subordination or collateral trust agreement (any such agreement, an “Additional Agreement”), and the Secured Parties acknowledge that any Additional Agreement is binding upon them. Each Secured Party (a) agrees that it will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.
Intercreditor Arrangements. (i) Each Agent is authorized to enter into or amend any intercreditor or Subordination Agreement with respect to Indebtedness that is (A) required or permitted to be subordinated hereunder and/or (B) secured by Xxxxx (other than Liens on Collateral contemplated to rank senior or on an equal priority basis with the Liens securing the Obligations) and which Indebtedness contemplates or would necessitate an intercreditor, subordination or collateral trust agreement (any such agreement, an “Additional Agreement”), and the Secured Parties acknowledge that the Additional Agreements are binding upon them. Each Secured Party (a) agrees that it will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Additional Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.
Intercreditor Arrangements. (a) Amend the intercreditor arrangements under the Group Intercreditor Agreement, the HYD Intercreditor Agreement and the Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional Facility S Accession Deed (the “ICA Amendment and Restatement Deed”), in order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such minor, technical, conforming or other necessary changes required by the Company to bring the New ICA into effect.
Intercreditor Arrangements. Each of the Lenders hereby authorizes and directs the Agent to enter into one or more Intercreditor Agreements (subject to Section 8.01, other than the Term Loan Intercreditor Agreement and the Supplemental Letter of Credit Facility Intercreditor Agreement) on behalf of such Lender, with the consent of Required Lenders. Each of the Lenders hereby agrees that the Agent in its various capacities thereunder may take such actions on its behalf as is contemplated by the terms of any such Intercreditor Agreements. With respect to any such Intercreditor Agreement executed and delivered by the Agent in accordance with this Agreement, each Lender hereunder (a) consents to any subordination of Liens provided for in such Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of such Intercreditor Agreement, (c) authorizes and instructs the Agent to enter into such Intercreditor Agreement as Agent and on behalf of such Lender and (d) agrees that the Agent may take such actions on behalf of such Lender as is contemplated by the terms of such Intercreditor Agreement.
Intercreditor Arrangements. 27.1 Pari passu ranking Any issue of HY Notes by the Company shall rank pari passu in terms of both payment and security with the rights and obligations of the Company under this Agreement, the Deed of Guarantee and the Charge over Shares in KEH in accordance with the terms set out in the KEL Intercreditor Agreement.
Intercreditor Arrangements. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement, this Agreement and any other Loan Document, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent or the Collateral Agent (and the Lenders) shall be subject to the terms of the Intercreditor Agreement, and until the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), any obligation of the Borrower and any Guarantor hereunder or under any other Loan Document with respect to the delivery or control of any Collateral, the novation 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 shall be deemed to be satisfied if the Borrower or such Guarantor, as applicable, complies with the requirements of the similar provision of the applicable First Lien Loan Document. Until the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), the delivery of any Collateral to the First Lien Collateral Agent pursuant to the First Lien Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document. 105
Intercreditor Arrangements. Each of the Lender Parties hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender Party (and each Person that becomes a Lender Party hereunder pursuant to Section 10.07) hereby (i) acknowledges that Citicorp USA, Inc. is acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent (and/or the Collateral Agent) and the Term Facility Administrative Agent (and/or the “Collateral Agent” under the Term Facility) and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against Citicorp USA, Inc. any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. Each Lender Party (and each Person that becomes a Lender Party hereunder pursuant to Section 10.07) hereby authorizes and directs Citicorp USA, Inc. to enter into the Intercreditor Agreement on behalf of such Lender Party and agrees that Citicorp USA, Inc., in its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the Collateral Documents, the terms of the Intercreditor Agreement shall govern and control except as expressly set forth in the Intercreditor Agreement.
