Intercreditor Matters. Each Lender hereby (a) agrees that this Agreement and the other Loan Documents, and the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder, are subject to the terms of the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Intercreditor Agreement and to subject the Liens securing the Obligations to the provisions thereof.
Intercreditor Matters. By accepting the benefits of this Agreement and the other Security Documents, each Secured Party agrees that it is bound by (i) the terms of the Intercreditor Agreement applicable to such Secured Party and (ii) the provisions of Annex III.
Intercreditor Matters. SECTION 2.1 [Reserved].
Intercreditor Matters. Notwithstanding anything to the contrary contained herein, the rights and remedies of the Administrative Agent and the Lenders, and the obligations of the Companies as set forth herein are subject to the terms and conditions of the Intercreditor Agreement. Without limiting the foregoing, to the extent that any Company is required to deliver, endorse, pay over or otherwise provide possession or control over any of the collateral set forth herein to the Administrative Agent or Lenders hereunder, such obligations shall be subject to the rights of the Revolving Credit Agent and Revolving Lenders to such collateral, subject to in the Intercreditor Agreement. Further, any representation, warranty or covenant by the Companies in this Agreement that the Collateral is not and shall not be subject to any liens, encumbrances or other restrictions, shall specifically be qualified by the liens and rights of the Revolving Credit Agent for the benefit of the Revolving Lenders with respect to the collateral pursuant to the Revolving Credit Documents and as set forth in the Intercreditor Agreement. The limitations and qualifications set forth in this paragraph are effective solely to recognize the rights and remedies of the Revolving Credit Agent and Revolving Lenders and to qualify the obligations of the Companies and shall not otherwise impair the pledge and security interests granted by the Companies to the Administrative Agent pursuant to this Agreement. The parties acknowledge that to the extent that the obligations of the Companies to the Revolving Credit Agent and Revolving Lenders arising under the Revolving Credit Documents have been indefeasibly satisfied in full and such parties have no further obligations to make loans or advances to the Borrower thereunder, the limitations and qualifications set forth in this paragraph shall be of no further force or effect and the Companies covenant to take all such actions set forth herein and necessary to give effect to the provisions of this Agreement.
Intercreditor Matters. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS. THE REQUIREMENTS OF THIS AGREEMENT TO DELIVER PLEDGED COLLATERAL AND ANY CERTIFICATES, INSTRUMENTS OR DOCUMENTS IN RELATION THERETO OR PROCEEDS THEREOF TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT OR ANY OBLIGATION WITH RESPECT TO THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION OF VOTING RIGHTS WITH RESPECT TO ANY COLLATERAL OR INSTRUCTIONS TO ANY OBLIGOR ON ANY RECEIVABLES SHALL BE DEEMED SATISFIED BY THE DELIVERY, TRANSFER, CONTROL, NOTATION OR PROVISION IN FAVOR OF, OR INSTRUCTION AT THE DIRECTION OF, THE APPLICABLE COLLATERAL AGENT (AS DEFINED IN ANY PARI PASSU FILO INTERCREDITOR AGREEMENT) OR THE APPLICABLE SENIOR COLLATERAL AGENT (AS DEFINED IN THE ABL INTERCREDITOR AGREEMENT), AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.
Intercreditor Matters. (a) Reference is made to the ABL Intercreditor Agreement, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as ABL Agent for the ABL Secured Parties referred to therein, Barclays Bank PLC, as Term Loan Agent for the Term Loan Secured Parties referred to therein, each Additional Debt Agent for the Additional Debt Secured Parties referred to therein, MKS Instruments, Inc. and the other Grantors party thereto. Each Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, and (iii) authorizes (or is deemed to authorize) the Administrative Agent and the Collateral Agent to, on behalf of such Person, enter into, and perform under, the Intercreditor Agreement as “ABL Agent”, “Term Loan Agent” or “Additional Debt Agent”. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.
Intercreditor Matters. The Administrative Agent and Collateral Agent shall be authorized from time to time on and after the Closing Date, without the consent of any Lender, to execute or to enter into amendments of, and amendments and restatements of, any Second Lien Intercreditor Agreement and additional and replacement intercreditor agreements, in each case in order to effect the subordination of and to provide for certain additional rights, obligations and limitations in respect of, any Liens required by the terms of this Agreement to be Second Priority Liens or other Liens junior to the Obligations, that are, in each case, incurred in accordance with Article VI of this Agreement, and to establish certain relative rights as between the holders of the Obligations and the holders of the Indebtedness secured by such Second Priority Liens or other Liens junior to the Obligations. Without in any way diminishing the authority granted to the Collateral Agent under the preceding sentence, within ten (10) days after written request by the Collateral Agent at any time, each of the Lenders agrees to confirm in writing the Collateral Agent’s authority to execute and deliver such documents in accordance with this Section and the failure of any Lender to deliver any such requested confirmation shall be deemed to be a confirmation by such Lender of the Collateral Agent’s authority.
Intercreditor Matters. Section 4.01. Priority of Claims 35 Section 4.02. Actions with Respect to Collateral 36 Section 4.03. Reinstatement 37 Section 4.04. Insurance 37 Section 4.05. Refinancings 37 Section 4.06. Possessory Collateral Agent as Gratuitous Bailee for Perfection 37 Section 4.07. Existence and Amount of Liens and Obligations 38 Section 4.08. Provisions Solely to Define Relative Rights 38 Section 4.09. Acknowledgement 38 ARTICLE 5 Collateral Agent Section 5.01. Appointment and Authority 39 Section 5.02. Rights as a Secured First Lien Party 40 Section 5.03. Exculpatory Provisions 40 Section 5.04. Reliance by Collateral Agent 41 Section 5.05. Delegation of Duties 41 Section 5.06. Resignation and Removal of Collateral Agent 42 Section 5.07. Non-Reliance on Collateral Agent and Other Secured First Lien Parties 43 Section 5.08. Collateral and Guaranty Matters 43 ARTICLE 6
Intercreditor Matters. This Agreement is the “Revolving Credit Agreement” referred to in the Intercreditor Agreement and the Obligations hereunder are the “Revolving Credit Obligations” referred to in the Intercreditor Agreement.
Intercreditor Matters. (i) The Administrative Agent (or its counsel) and the Initial Lenders (or their counsel) shall have received (A) from the Lead Borrower a New Debt Notice (as defined in the Intercreditor Agreement) as required by Section 5.5 of the Intercreditor Agreement and (B) a written consent from the Initial Fixed Asset Collateral Agent (as defined in the Intercreditor Agreement) to the terms hereof as required by Section 5.3(b)(ii) of the Intercreditor Agreement and (ii) the Term Loan Agent shall have received notice from the Lead Borrower that the Closing Date Refinancing shall have been or, substantially concurrently with the effectiveness of this Agreement hereunder shall be, consummated, such notice including the identity of the Collateral Agent as the “Revolving Credit Collateral Agent” for purposes of the Intercreditor Agreement required by Section 5.3(c) of the Intercreditor Agreement.
