Common use of Intercreditor AgreementAgreements Clause in Contracts

Intercreditor AgreementAgreements. (a) The terms of this Agreement, any Lien 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 Collateral Agent hereunder are subject to the provisions of the Intercreditor AgreementAgreements (if effective). In the event of any inconsistency between the provisions of this Agreement and the Intercreditor AgreementAgreements (if effective), the provisions of the Intercreditor AgreementAgreements shall supersede the provisions of this Agreement. (b) Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement (if effective), and until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), (i) no Grantor shall be required hereunder or under any other Loan Document to take any action with respect to ABL Priority Collateral that is inconsistent with such Grantor’s obligations under the applicable ABL Loan Documents and (ii) any obligation of any Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, 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 such Grantor complies with the requirements of the similar provision of the applicable ABL Loan Document. Until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in the ABL Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) shall have required such Grantor to take similar action pursuant to the terms of the applicable Loan Documents, and delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) pursuant to the applicable ABL Loan Documents and the ABL/Term Loan Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document. (c) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Term Intercreditor Agreement referred to below), including liens and security interests granted to Cortland Capital Market Services LLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent and (ii) the exercise of any right or remedy by the Junior Representative hereunder is subject to the limitations and provisions of the Term Intercreditor Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), among the Borrower, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent. In the event of any conflict between the terms of the Term Intercreditor Agreement and the terms of this Agreement, the terms of the Term Intercreditor Agreement shall govern.

Intercreditor AgreementAgreements. (a) The terms of this Agreement, any Lien granted to Administrative Agent and the Collateral Agent (for the benefit of the Secured Parties) pursuant are authorized to this enter into theany applicable Intercreditor Agreement and any other customary intercreditor arrangements relating to Indebtedness permitted hereunder (and, in each case, any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, and extensions, restructuring, renewals, replacements of, such agreement, including in connection with the exercise incurrence by any Credit Party of any right Permitted First Priority Refinancing Debt or remedy any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as may be designated by the BorrowersBorrower or the relevant Restricted Subsidiary, to the extent such priority is permitted by the Credit Documents)), and the parties hereto acknowledge that theany applicable Intercreditor Agreement and any other intercreditor arrangement entered into by the Administrative Agent and/or the Collateral Agent hereunder are subject in accordance with this Section 10.26 is binding upon them. Each Lender (i) understands, acknowledges and agrees that Liens shall be created on the Collateral pursuant to the provisions of the Intercreditor AgreementAgreements (if effective). In the event of any inconsistency between the provisions of this Agreement and the Intercreditor AgreementAgreements (if effective)Second Lien Credit Documents, the provisions of the Intercreditor AgreementAgreements shall supersede the provisions of this Agreement. (b) Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) which Liens shall be subject to the terms and conditions of the ABL/Term Loan Intercreditor Agreement (if effective), and until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreementor other customary intercreditor arrangements), (iii) hereby agrees that it will be bound by and will take no Grantor shall be required hereunder actions contrary to the provisions of theany applicable Intercreditor Agreement (or under such other customary intercreditor arrangements) and (iiiii ) hereby authorizes and instructs the Administrative Agent and Collateral Agent to enter into theany applicable Intercreditor Agreement (and any other Loan Document customary intercreditor arrangements relating to take Indebtedness permitted hereunder (and, in each case, any action with respect amendments, amendments and restatements, restatements or waivers of or supplements to ABL Priority Collateral that is inconsistent with such Grantor’s obligations under the applicable ABL Loan Documents and (ii) any obligation of any Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, xxxx of lading or other documentmodifications to, 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 such Grantor complies with the requirements of the similar provision of the applicable ABL Loan Document. Until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in the ABL Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) shall have required such Grantor to take similar action pursuant to the terms of the applicable Loan Documents, and delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) pursuant to the applicable ABL Loan Documents and the ABL/Term Loan Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document. (c) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Term Intercreditor Agreement referred to below)agreements, including liens and security interests granted to Cortland Capital Market Services LLC, as collateral agent, pursuant to or in connection with the incurrence by any Credit Agreement dated Party of any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt, to permit such Indebtedness to be secured by a valid, perfected Lien (with such priority as of February 20may be designated by the BorrowersBorrower or the relevant Restricted Subsidiary, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to timethe extent such priority is permitted by the Credit Documents)), among and to subject the Borrower, Liens on the lenders party thereto, and Cortland Capital Market Services LLC, Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as administrative agent and collateral agent an inducement to the (a) Second Lien Creditors to extend credit to the Borrowers and (iib) the exercise any potential provider of any right Permitted First Priority Refinancing Debt or remedy by the Junior Representative hereunder is subject Permitted Second Priority Refinancing Debt to extend credit to the limitations Borrowers and such Second Lien CreditorsBorrower and such providers of Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt are intended third-party beneficiaries of such provisions and the provisions of the Term theany applicable Intercreditor Agreement dated as of February 20(or other customary intercreditor arrangements, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”if applicable), among the Borrower, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent. In the event of any conflict between the terms of the Term Intercreditor Agreement and the terms of this Agreement, the terms of the Term Intercreditor Agreement shall govern.

Intercreditor AgreementAgreements. (a) The terms of this Agreement, any Lien granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this This Agreement and the exercise of any right or remedy by the Collateral Agent hereunder other Loan Documents are subject to the provisions of the Intercreditor AgreementAgreements (if effective). In the event of any inconsistency between the provisions of this Agreement terms and the Intercreditor AgreementAgreements (if effective), the provisions of the Intercreditor AgreementAgreements shall supersede the provisions of this Agreement. (b) Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (and the Secured Parties) shall be subject to the terms of the ABL/Term Loan Intercreditor Agreement (if effective), and until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), (i) no Grantor shall be required hereunder or under any other Loan Document to take any action with respect to ABL Priority Collateral that is inconsistent with such Grantor’s obligations under the applicable ABL Loan Documents and (ii) any obligation of any Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, 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 such Grantor complies with the requirements of the similar provision of the applicable ABL Loan Document. Until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest conditions set forth in the ABL Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) shall have required such Grantor to take similar action pursuant to the terms of the applicable Loan Documents, and delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) pursuant to the applicable ABL Loan Documents and the ABL/Term Loan Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document. (c) Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the / Term Intercreditor Agreement referred to below)in all respects and, including liens and security interests granted to Cortland Capital Market Services LLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent and (ii) the exercise of any right or remedy by the Junior Representative hereunder is subject to the limitations and provisions of the Term Intercreditor Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), among the Borrower, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent. In the event of any conflict between the terms of the ABL / Term Intercreditor Agreement and the terms of this Agreement, the terms of the ABL / Term Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Administrative Agent or the Term Loan Agent, as applicable, pursuant to any Loan Document or Term Loan Document, and the exercise of any right or remedy in respect of the Collateral by the Administrative Agent or the Term Loan Agent, as applicable hereunder, under any other Loan Document, or under the Term Loan Agreement and any other agreement entered into in connection therewith are subject to the provisions of the ABL / Term Intercreditor Agreement and in the event of any conflict between the terms of the ABL / Term Intercreditor Agreement, this Agreement, any other Loan Document, the Term Loan Agreement and any other agreement entered into in connection therewith, the terms of the ABL / Term Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations. (b) Each Lender, in its capacity as a Lender and in its capacity as a Secured Swap Provider and/or a Secured Bank Product Provider, as applicable, and each other Secured Swap Provider and Secured Bank Product Provider by its acceptance of the benefits of the Security Documents creating Liens to secure the Obligations, agrees that: (i) acknowledges that it has received a copy of each of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement, and in each case, is satisfied with the terms and provisions thereof; (ii) authorizes and instructs the Administrative Agent to (A) enter into each of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement, as Administrative Agent and on behalf of such Lender, (B) exercise all of the Administrative Agent’s rights and to comply with all of their respective obligations under theeach of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement and to take all other actions necessary to carry out the provisions and intent thereof and (C) take actions on its behalf in accordance with the terms of theeach of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement; (iii) agrees that it will be bound by and will take no actions contrary to the provisions of each of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement, in each case, as if it was a signatory thereto; (iv) consents to the treatment of Liens to be provided for under theeach of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement; (v) authorizes and directs the Administrative Agent to execute and deliver, in each case on its behalf and without any further consent or authorization from it, any amendments, supplements or other modifications of theeach of the ABL / Term Intercreditor Agreement and the ABL / Convertible Notes Intercreditor Agreement that the Borrower may from time to time request to give effect to any incurrence, amendment, or refinancing of any Indebtedness incurred pursuant to Section 6.01(j); provided that, any such amendments, supplements or modifications, other than those that are corrective, technical or conforming, shall require the consent of the Required Lenders; and (vi) agrees that no such Lender, Secured Bank Product Provider, Secured Swap Provider or any other beneficiary of a Lien granted pursuant to a Security Document, shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section 9.26(b) or in accordance with the terms of the ABL / Term Intercreditor Agreement or the ABL / Convertible Notes Intercreditor Agreement. The provisions of this Section 9.26(b) shall apply to each Issuing Bank, all Lenders, all Secured Swap Providers and all Secured Bank Products Providers and their respective successors and assigns. The provisions of this Section 9.26(b) are solely for the benefit of the Administrative Agent, the Issuing Banks, the Lenders, the Secured Swap Providers and the Secured Bank Product Providers, and neither the Holdings, the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any such provisions.

Intercreditor AgreementAgreements. (a) The terms of this Agreement, any Lien granted to Administrative Agent and the Collateral Agent are authorized to enter into the Intercreditor Agreement, and the parties hereto acknowledge that the Intercreditor Agreement is binding upon them. Each Lender (for a) hereby consents to the benefit subordination of the Secured Parties) pursuant to this Agreement and the exercise of any right or remedy by Liens on the Collateral Agent hereunder are subject securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor AgreementAgreements Agreement and (if effective). In c) hereby authorizes and instructs the event of any inconsistency between Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of this Agreement such provisions and the Intercreditor AgreementAgreements (if effective), the provisions of the Intercreditor AgreementAgreements shall supersede the provisions of this Agreement. (b) Without limiting the generality of the foregoing, The Administrative Agent and notwithstanding anything herein to the contrary, all rights and remedies of the Collateral Agent (are authorized to enter into the First Lien/Second Lien Intercreditor Agreement, and the Secured Partiesparties hereto acknowledge that the First Lien/Second Lien Intercreditor Agreement is binding upon them. Each Lender (a) shall hereby agrees that it will be subject bound by and will take no actions contrary to the terms provisions of the ABLFirst Lien/Term Loan Second Lien Intercreditor Agreement and (if effective), b) hereby authorizes and until instructs the Discharge Administrative Agent and Collateral Agent to enter into the First Lien/Second Lien Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of ABL Obligations (as defined in such provisions and the ABLprovisions of the First Lien/Term Loan Second Lien Intercreditor Agreement), (i) no Grantor shall be required hereunder or under any other Loan Document to take any action with respect to ABL Priority Collateral that is inconsistent with such Grantor’s obligations under the applicable ABL Loan Documents and (ii) any obligation of any Grantor hereunder or under any other Loan Document with respect to the delivery or control of any ABL Priority Collateral, 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 such Grantor complies with the requirements of the similar provision of the applicable ABL Loan Document. Until the Discharge of ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), the Collateral Agent may not require any Grantor to take any action with respect to the creation, perfection or priority of its security interest in the ABL Priority Collateral, whether pursuant to the express terms hereof or of any other Loan Document or pursuant to the further assurances provisions hereof or any other Loan Document, unless the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) shall have required such Grantor to take similar action pursuant to the terms of the applicable Loan Documents, and delivery of any ABL Priority Collateral to the ABL Collateral Agent (as defined in the ABL/Term Loan Intercreditor Agreement) pursuant to the applicable ABL Loan Documents and the ABL/Term Loan Intercreditor Agreement shall satisfy any delivery requirement hereunder or under any other Loan Document. (c) Notwithstanding anything herein to the contrary, (i) the liens The Administrative Agent and security interests granted to the Collateral Agent pursuant are authorized to this enter into the Notes Intercreditor Agreement, and the parties hereto acknowledge that the Notes Intercreditor Agreement are expressly subject is binding upon them. Each Lender (a) hereby agrees that it will be bound by and subordinate will take no actions contrary to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Term Intercreditor Agreement referred to below), including liens and security interests granted to Cortland Capital Market Services LLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent and (ii) the exercise of any right or remedy by the Junior Representative hereunder is subject to the limitations and provisions of the Term Intercreditor Agreement dated as of February 20, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), among the Borrower, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent. In the event of any conflict between the terms of the Term Notes Intercreditor Agreement and (b) hereby authorizes and instructs the terms Administrative Agent and Collateral Agent to enter into the Notes Intercreditor Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of this Agreement, such provisions and the terms provisions of the Term Notes Intercreditor Agreement shall governAgreement.