Intercreditor Agreement Prevails. Notwithstanding anything to the contrary contained herein, all representations, warranties and covenants of the Obligors hereunder, and the security interest granted to the Agent and the other Secured Parties and all other rights and benefits granted to the Agent and the other Secured Parties hereunder, are expressly subject to the terms and conditions of the Intercreditor Agreement.
Intercreditor Agreement Prevails. Notwithstanding anything contained in any of the Senior or Subordinated Loan Documents to the contrary, if any terms of the Senior or Subordinated Loan Documents or any other agreement or document executed in conjunction therewith, conflicts with any provision contained herein this Intercreditor Agreement shall prevail and all disputes, conflicts or interpretations shall be resolved in favor of this Intercreditor Agreement unless the affected parties thereto agree in writing otherwise.
Intercreditor Agreement Prevails. Reference is made to the Lien Subordination and Intercreditor Agreement dated as of April 26, 2011, among Bank of America, N.A., as collateral agent thereunder for the ABL Secured Parties (as defined in the Intercreditor Agreement) referred to therein; UBS AG, Stamford Branch, as collateral agent for the Term Loan Secured Parties (as defined in the Intercreditor Agreement); Nortek, Inc.; and the other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). 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 Agreement Prevails. Reference is made to the Lien Subordination and Intercreditor Agreement dated as of [___], among Bank of America, N.A., as collateral agent thereunder for the ABL Secured Parties (as defined in the Intercreditor Agreement) referred to therein; UBS AG, Stamford Branch, as collateral agent for the Term Loan Secured Parties (as defined in the Intercreditor Agreement); Nortek, Inc.; and the other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). 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. Very truly yours, [NAME OF ADDITIONAL GRANTOR] By Title: Address for Notices: Exhibit B to the Security Agreement FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated [___], is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of UBS AG, Stamford Branch, as Collateral Agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
Intercreditor Agreement Prevails. Notwithstanding anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to or in connection with this Agreement and the exercise of any right or remedy against the Collateral by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement and, in the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail. The parties hereto acknowledge, and the Collateral Agent hereby agrees, that (i) until the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), the First Lien Collateral Agent shall hold that portion of the Collateral that is represented by a certificate or that is a Document or an Instrument and shall have “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as applicable) over that portion of the Collateral consisting of Investment Related Property, in each case, for and on behalf of the Secured Parties as bailee and/or agent for such parties for the purpose of perfecting a security interest in such Collateral pursuant to and in accordance with the terms of the Intercreditor Agreement and (ii) after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations (as defined in the Intercreditor Agreement), the Second Lien Collateral Agent shall hold that portion of the Collateral that is represented by a certificate or that is a Document or an Instrument and shall have “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as applicable) over that portion of the Collateral consisting of Investment Related Property, in each case, for and on behalf of the Secured Parties as bailee and/or agent for such parties for the purpose of perfecting a security interest in such Collateral pursuant to and in accordance with the terms of the Intercreditor Agreement.
Intercreditor Agreement Prevails. Reference is made to the Lien Subordination and Intercreditor Agreement dated as of December 17, 2009, among Bank of America, N.A., as collateral agent thereunder for the Revolving Facility Secured Parties (as defined in the Intercreditor Agreement) referred to therein; U.S. Bank National Association, as Trustee and as Noteholder Collateral Agent (as defined in the Intercreditor Agreement); Nortek, Inc.; and the other Subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). 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 and, to the extent provided therein, the applicable Senior Secured Obligations Security Documents (as defined in 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 Agreement Prevails. Reference is made to the Lien Subordination and Intercreditor Agreement dated as of [___], among Bank of America, N.A., as collateral agent thereunder for the ABL Secured Parties (as defined in the Intercreditor Agreement) referred to therein; UBS AG, Stamford Branch, as collateral agent for the Term Loan Secured Parties (as defined in the Intercreditor Agreement); Nortek, Inc.; and the other subsidiaries of Nortek, Inc. named therein (the “Intercreditor Agreement”). 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
Intercreditor Agreement Prevails. Notwithstanding anything to the contrary contained herein, all representations, warranties and covenants of the Guarantors hereunder, and the rights and benefits granted to the Agent and the other Secured Parties hereunder, are expressly subject to the terms and conditions of the Intercreditor Agreement and, in the event of any conflict between the provisions of this Guaranty and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.
Intercreditor Agreement Prevails. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to or in connection with this Security Agreement and the exercise of any right or remedy against the Second Lien Collateral by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement and, in the event of any conflict or inconsistency between the provisions of this Security Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail. The parties hereto acknowledge, and the Collateral Agent hereby agrees, that until the First Lien Termination Date, (x) the First Lien Agent shall hold that portion of the Second Lien Collateral that is represented by a certificate or that is a Document or an Instrument and shall have “control” (within the meaning of Section 8-106, 9-106 or 9-104 of the UCC, as applicable) over that portion of the Second Lien Collateral consisting of Investment Property, and (y) to the extent that any Deposit Account is under the control of the First Lien Agent at any time, the First Lien Agent will act as bailee for such Deposit Accounts and the cash and other assets therein as provided in Section 3.4 of the Intercreditor Agreement, in each case, for and on behalf of the Collateral Agent, Trustee and Holders of the Notes, as bailee and/or agent for such parties for the purpose of perfecting a security interest in such Second Lien Collateral pursuant to and in accordance with the terms of the Intercreditor Agreement.
Intercreditor Agreement Prevails. Notwithstanding anything contained in any of the other Senior Loan Documents to the contrary, if any terms of the other Senior Loan Documents or any other agreement or document executed in conjunction therewith, conflicts with any provision contained in this Agreement (which is one of the Senior Loan Documents) this Intercreditor Agreement shall prevail and all disputes, conflicts or interpretations shall be resolved in favor of this Intercreditor Agreement unless the affected parties thereto agree in writing otherwise. The Senior Lenders understand and agree that this Intercreditor Agreement may serve to create material modifications to any of the other Senior Loan Documents and/or the terms contained therein, without limitation.
