Intercreditor Provisions. 35 Section 5.01. Financial Security's Direction Upon Servicer Default.................35 Section 5.02. Financial Security's Direction of Insolvency Proceedings.............36
Intercreditor Provisions. (a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Collateral Agent hereunder or the application of proceeds (including insurance and condemnation proceeds) of any Collateral, in each case, are subject to the limitations and provisions of any applicable Intercreditor Agreement to the extent provided therein. In the event of any conflict between the terms of such applicable Intercreditor Agreement and the terms of this Agreement, the terms of such applicable Intercreditor Agreement shall govern.
Intercreditor Provisions. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement with respect to matters referenced in the previous sentence, the terms of the Intercreditor Agreement shall govern.
Intercreditor Provisions. (a) Borrowers shall not, and shall not permit any Subsidiary or any other Person to, grant or permit any Liens on any asset or property to secure any ABL Obligations unless such Borrower or Subsidiary or such Person has granted a Lien on such asset or property to secure the Obligations. (b) Each Borrower agrees to, and agrees to cause each of its respective Subsidiaries to, take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement and the Intercreditor Agreement. (c) Each member of the Lender Group irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement on its behalf and to take such action on its behalf pursuant to the provisions of the Intercreditor Agreement. Each member of the Lender Group agrees to be bound by the terms of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern. (d) No reference to the Intercreditor Agreement or any other intercreditor or subordination agreement in this Agreement or any other Loan Documents shall be construed to provide that any Loan Party is a third party beneficiary of the provisions of the Intercreditor Agreement or such other agreement or may assert any rights, defense or claims on account of the Intercreditor Agreement or such other agreement or this Section 17.17, and each Loan Party agrees that nothing in the Intercreditor Agreement or such other agreement is intended or shall impair the obligation of any Loan Party to pay the Obligations under this Agreement, or any other Loan Document as and when the same shall become due and payable in accordance with their respective terms, or to affect the relative rights of the creditors with respect to any Loan Party or, except as expressly otherwise provided in the Intercreditor Agreement or such other agreement as to a Loan Party’s obligations, such Loan Party’s properties. 17.18
Intercreditor Provisions. (i) Subject to the security interests of the holders of the Senior Permitted Liens (which for the purposes of this Section 7(d) shall not include the holders of the Prior Notes), notwithstanding the date, manner and order of perfection of the security interests in and liens on the Collateral and notwithstanding any provision of the Uniform Commercial Code, as in effect in any state of appropriate jurisdiction, or any other applicable law or decision, as among the holders of Prior Notes and the purchasers of Notes pursuant to the Purchase Agreement (each, a “Creditor”), the holders of the Notes purchased under the Purchase Agreement agree that (i) each Creditor (including the holders of the Prior Notes) shall rank pari passu with respect to their respective security interests in the Collateral and (ii) upon any foreclosure, sale or other disposition in liquidation of all or any part of the Collateral, each Creditor shall share in the resulting income pertaining to and the proceeds of such foreclosure, sale or other disposition in liquidation of the Collateral pro rata in the manner set forth in Section 7(d)(v) below, regardless of the time at which such Creditor acquired rights in or to any of the Collateral.
Intercreditor Provisions. Section 6.01. Nonfloorplan Agreements Between Seller and Dealer. ...................28
Intercreditor Provisions. With respect to a Dealer that is the obligor under Receivables that have been or will be sold to TRC III hereunder, TFC may be or become a lender to such Dealer under an agreement or arrangement (a “Unrelated Agreement”) other than a Floorplan Financing Agreement or an Accounts Receivable Financing Agreement (an “Applicable Financing Agreement”), pursuant to which TFC has been granted a security interest in the same collateral (the “Common Collateral”) in which the Applicable Financing Agreement for such Dealer creates a security interest, which Common Collateral may include the same Financed Assets (the “Common Financed Assets”) in which such Applicable Financing Agreement creates a security interest. The Common Collateral other than the related Common Financed Assets is referred to herein as the “Common Non-Financed Asset Collateral.” TFC agrees that with respect to each Receivable of each such Dealer: (i) the security interest in such Common Financed Assets granted to TFC pursuant to any Unrelated Agreement is junior and subordinate to the security interest created by the related Applicable Financing Agreement; (ii) TFC has no legal right to realize upon such Common Financed Assets or exercise its rights under the Unrelated Agreement in any manner that is materially adverse to TRC III, the Trust or the Interestholders in respect of the Common Financed Assets until all required payments in respect of such Receivable under the Applicable Financing Agreement have been paid; and (iii) in realizing upon such Common Financed Assets, neither TRC III nor the Trust shall have any obligation to protect or preserve the rights of TFC in such Common Financed Assets. TRC III agrees that with respect to each Receivable of each such Dealer: (a) the security interest in such Common Non-Financed Assets Collateral created by the Applicable Financing Agreement and hereby assigned to TRC III is junior and subordinate to the security interest therein created by the Unrelated Agreement; (b) TRC III has no legal right to realize upon such Common Non-Financed Assets Collateral or exercise its rights under the Applicable Financing Agreement in any manner that is materially adverse to TFC until all required payments in respect of the obligation created or secured by the Unrelated Agreement have been made; and (c) in realizing on such Common Non-Financed Assets Collateral, TFC shall not be obligated to protect or preserve the rights of TRC III or the Trust in such Common Non-Finan...
Intercreditor Provisions. Section 5.01. Financial Security's Direction Upon Servicer Default . . . . . . . . . . . . . . . . 47 Section 5.02. Financial Security's Direction of Insolvency Proceedings . . . . . . . . . . . . . . 48
Intercreditor Provisions. (a) Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale, disposition or other realization upon all or any part of the Collateral (including any proceeds of Collateral) payable to the Agent, for the benefit of the Lenders, and all payments made to the Agent, for the benefit of the Lenders, under this Agreement, the Notes and any of the other Credit Documents, shall be applied by the Agent in the following order:
Intercreditor Provisions. (i) The Collateral Rights Agreement, any other Intercreditor Agreement or the subordination provisions of the documents evidencing or governing any subordinated Indebtedness (collectively, the “Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any Term Facility Agent, any holder of any Term Loans, any holder of the applicable subordinated Indebtedness or any other Person bound by any Intercreditor Provisions; or
