Common use of First Lien/Second Lien Intercreditor Agreement Clause in Contracts

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent or any other Secured Parties pursuant to or in connection with the Note Documents and the exercise of any right or remedy by thereby or thereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement or any other Note Document may be subject to the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by Collateral Agent or any other Purchaser in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Document.

First Lien/Second Lien Intercreditor Agreement. (a) (i) Notwithstanding anything herein to the contrary, the lien parties hereto agree that (A) the liens and security interest interests granted to Collateral Agent or any other the Second Lien Secured Parties pursuant under the Second Lien Security Documents are expressly subject to or in connection with the Note Documents First Lien/Second Lien Intercreditor Agreement and (B) the exercise of any right or remedy by thereby or thereunder are the Applicable Authorized Representative (and the other Second Lien Secured Parties) hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement and (ii) in the event of any conflict between the provisions of this Agreement and the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms provisions of the First Lien/Second Lien Intercreditor Agreement shall govern and control. govern. (b) Notwithstanding anything herein to the foregoingcontrary, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit of the parties theretohereto agree that any request, and that notwithstanding decision or determination made, or documents or other items deemed satisfactory, necessary, appropriate or advisable, by the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement or any other Note Document may be subject to Senior Representative (as defined in the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by ) with respect to the equivalent section under the Senior Collateral Agent or any other Purchaser Documents (as defined in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement Agreement), shall constitute, or be deemed to constitutehave been made, a waiver or deemed satisfactory, necessary, appropriate or advisable by Collateral Agent or any the Applicable Authorized Representative (and the other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note DocumentSecond Lien Secured Parties).

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary set forth herein, (i) the lien priority of the Liens created hereby and security interest pursuant to the Security Documents are expressly subject to and subordinate to the Liens granted in favor of the First Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement), including the Liens granted to Collateral Agent (a) Alter Domus Products Corp., as administrative agent under the Exchange Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement) or any other Secured Parties pursuant to or (b) Alter Domus Products Corp., as administrative agent under the Existing Credit Agreement (as defined in connection with the Note Documents First Lien/Second Lien Intercreditor Agreement), and (ii) the exercise of any right or remedy by thereby the Collateral Trustee or thereunder are any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of this Agreement and the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms provisions of the First Lien/Second Lien Intercreditor Agreement shall govern and controlsupersede the provisions of this Agreement. Notwithstanding the foregoing, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit Any provision of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement to the contrary notwithstanding, no Grantor shall be required to act or any other Note Document may be subject to refrain from acting in a manner that is inconsistent with the terms and provisions of the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by Collateral Agent or any other Purchaser in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Document.