Common use of Intercreditor Agreements Govern Clause in Contracts

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreements. In the event of any conflict or inconsistency between a provision of the ABL Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement shall control. In the event of any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any ABL Priority Collateral to the Notes Collateral Agent shall be satisfied by delivery of such ABL Priority Collateral to the ABL Agent (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) (and any other Collateral after Discharge of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent (as defined in the First Lien Intercreditor Agreement).

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, (i) the lien Liens and security interest interests granted to the First Lien Notes Collateral Agent, Agent for the benefit of the Secured Parties, Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the First Lien Notes Collateral Agent hereunder or the application of proceeds (including insurance proceeds and the other Secured Parties hereunder condemnation proceeds) of any Collateral, are subject to the provisions of the First/Second Lien Intercreditor AgreementsAgreement, the ABL Intercreditor Agreement and the First Lien Pari Passu Intercreditor Agreement, if and to the extent applicable and/or in effect. In the event of any conflict or inconsistency between a provision the terms of the First/Second Lien Intercreditor Agreement, the terms of the ABL Intercreditor Agreement, the terms of First Lien Pari Passu Intercreditor Agreement and the terms of this Agreement, the terms of the First/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the First Lien Pari Passu Intercreditor Agreement, as applicable, shall govern. The Trustee, by its acceptance of the benefits of this Agreement and each Holder, by its acceptance of the Notes and the benefits of this Agreement, acknowledges and agrees that relates solely to upon the rights or obligations ofFirst Lien Notes Collateral Agent’s entry into the Intercreditor Agreements, or relationships betweenas applicable, the ABL Secured Parties Trustee and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), Holder will be subject to and bound by the provisions of the ABL Intercreditor Agreement shall control. In the event of any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties Agreements as Initial Additional Authorized Representative (as such term is defined in the First Lien Pari Passu Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any ABL Priority Collateral Notwithstanding anything herein to the Notes Collateral Agent shall be satisfied by delivery of such ABL Priority Collateral contrary, prior to the ABL Agent Discharge of Credit Agreement Obligations (as defined in the ABL First Lien Pari Passu Intercreditor Agreement). So long as , to the extent any Grantor is required hereunder to indorse, assign or deliver Collateral to the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) (and any other Collateral after Discharge of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery for any purpose and is unable to do so as a result of having previously indorsed, assigned or delivered such Cash Flow Priority Collateral to the General Credit Facilities Agreement Collateral Agent (as defined in the First Lien Pari Passu Intercreditor Agreement) in accordance with the terms of the First Lien Pari Passu Intercreditor Agreement, such Grantor’s obligations hereunder with respect to such indorsement, assignment or delivery shall be deemed satisfied by the indorsement, assignment or delivery in favor of or to the Credit Agreement Collateral Agent (as defined in the First Lien Pari Passu Intercreditor Agreement), acting as a gratuitous bailee for the First Lien Notes Collateral Agent.

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral The Administrative Agent and the each other Secured Parties hereunder are subject Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Collateral Administrator to enter into each intercreditor agreement (including each Intercreditor AgreementsAgreement) entered into pursuant to the terms hereof and to subject the Liens securing the Obligations to the provisions thereof and (c) hereby authorizes and instructs the Collateral Administrator to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of “Junior Lien Debt”. In the event of any conflict or inconsistency between a provision the provisions of the ABL each intercreditor agreement (including any Intercreditor Agreement Agreement) and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement such intercreditor agreement shall controlcontrol in all respects. In the event of With respect to any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement reference in this Agreement to deliver any ABL Priority Collateral another intercreditor agreement, subordination agreement or arrangement reasonably acceptable to the Notes Administrative Agent and the Borrowers’ (or other similar description), Administrative Agent and the Collateral Administrator hereby agree to, and each Secured Party and each Lender hereby directs the Administrative Agent shall be satisfied to, negotiate with the Borrowers in good faith and promptly (and in any event not later than ten (10) Business Days following written request by delivery of the Borrowers) enter into such ABL Priority Collateral other intercreditor or subordination agreement that is reasonably acceptable to the ABL Administrative Agent (such acceptance not to be unreasonably withheld, conditioned, delayed or denied) upon request by the Borrowers. Each Lender hereby agrees (i) that all Obligations will be and are secured equally and ratably by all Priority Liens (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agency and Account Agreement) (and at any time granted by any Grantor to the Master Collateral Agent to secure any obligations in respect of any other Collateral after Discharge Series of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent Senior Secured Debt (as defined in the First Lien Intercreditor Collateral Agency and Account Agreement), whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Master Collateral Agent for the benefit of all holders of Senior Secured Debt Obligations (as defined in the Collateral Agency and Account Agreement) equally and ratably; and (ii) that each Lender is bound by the provisions of the Collateral Agency and Account Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and each Lender 140 #4875-3210-4001v1 consents to the terms of the Collateral Agency and Account Agreement and the Master Collateral Agent’s performance of, and directing the Master Collateral Agent to perform its obligations under, the Collateral Agency and Account Agreement and the other Senior Secured Debt Documents.

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, (i) the lien Liens and security interest interests granted to the Notes First Lien Collateral Agent, Agent for the benefit of the Secured Parties, Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by the Notes First Lien Collateral Agent hereunder or the application of proceeds (including insurance proceeds and the other Secured Parties hereunder condemnation proceeds) of any Collateral, are subject to the provisions of the First Lien Pari Passu Intercreditor Agreements. In the event of any conflict or inconsistency between a provision of the ABL Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships betweenAgreement, the ABL Secured Parties First/Second Lien Intercreditor Agreement, and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), if and to the provisions of extent applicable and/or in effect. To the ABL Intercreditor Agreement shall control. In the event of extent any conflict Grantor is required hereunder to indorse, assign, or inconsistency between a provision of deliver Collateral to the First Lien Intercreditor Agreement Collateral Agent for any purposes and this Agreement that relates solely is unable to the rights do so as a result of having previously indorsed, as- signed or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as delivered such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any ABL Priority Collateral to the Notes Credit Agreement Collateral Agent shall be satisfied by delivery of such ABL Priority Collateral to the ABL Agent (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) (and any other Collateral after Discharge of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent (as defined in the First Lien Pari Passu Intercreditor Agreement), in accordance with the terms of the First Lien Pari Passu Intercreditor Agreement, such Grantor's obligation hereunder (including any applicable representations and warranties) with respect to such indorsement, assignment or delivery shall be deemed satisfied by the indorsement, assignment or delivery in favor of or to the Credit Agreement Collateral Agent acting as a gratuitous bailee of the First Lien Collateral Agent. In the event of any conflict between the terms of the First/Second Lien Intercreditor Agreement, the terms of the ABL Intercreditor Agreement, the terms of First Lien Pari Passu Intercreditor Agreement and the terms of this Agreement, the terms of the First/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the First Lien Pari Passu Intercreditor Agreement, as applicable, shall govern.

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral The Administrative Agent and the each other Secured Parties hereunder are subject Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Collateral Administrator to enter into each intercreditor agreement (including each Intercreditor AgreementsAgreement) entered into pursuant to the terms hereof and to subject the Liens securing the Obligations to the provisions thereof and (c) hereby authorizes and instructs the Collateral Administrator to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of “Junior Lien Debt”. In the event of any conflict or inconsistency between a provision the provisions of the ABL each intercreditor agreement (including any Intercreditor Agreement Agreement) and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement such intercreditor agreement shall controlcontrol in all respects. In the event of With respect to any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement reference in this Agreement to deliver any ABL Priority Collateral another intercreditor agreement, subordination agreement or arrangement reasonably acceptable to the Notes Administrative Agent and the Borrowers’ (or other similar description), Administrative Agent and the Collateral Administrator hereby agree to, and each Secured Party and each Lender hereby directs the Administrative Agent shall be satisfied to, negotiate with the Borrowers in good faith and promptly (and in any event not later than ten (10) Business Days following written request by delivery of the Borrowers) enter into such ABL Priority Collateral other intercreditor or subordination agreement that is reasonably acceptable to the ABL Administrative Agent (such acceptance not to be unreasonably withheld, conditioned, delayed or denied) upon request by the Borrowers. 149 Each Lender hereby agrees (i) that all Obligations will be and are secured equally and ratably by all Priority Liens (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agency and Account Agreement) (and at any time granted by any Grantor to the Master Collateral Agent to secure any obligations in respect of any other Collateral after Discharge Series of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent Senior Secured Debt (as defined in the First Lien Intercreditor Collateral Agency and Account Agreement), whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Master Collateral Agent for the benefit of all holders of Senior Secured Debt Obligations (as defined in the Collateral Agency and Account Agreement) equally and ratably; and (ii) that each Lender is bound by the provisions of the Collateral Agency and Account Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and each Lender consents to the terms of the Collateral Agency and Account Agreement and the Master Collateral Agent’s performance of, and directing the Master Collateral Agent to perform its obligations under, the Collateral Agency and Account Agreement and the other Senior Secured Debt Documents.

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreements. In the event of any conflict or inconsistency between a provision of the ABL Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement shall control. In the event of any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any ABL Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) to the Notes Collateral Agent shall be satisfied by delivery of such ABL Priority Collateral to the ABL Agent (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) (and any other Collateral after Discharge of the ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent (as defined in the First Lien Intercreditor Agreement).

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral The Administrative Agent and the each other Secured Parties hereunder are subject Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Collateral Administrator to enter into each intercreditor agreement (including each Intercreditor AgreementsAgreement) entered into pursuant to the terms hereof and to subject the Liens securing the Obligations to the provisions thereof and (c) hereby authorizes and instructs the Collateral Administrator to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of “Junior Lien Debt”. In the event of any conflict or inconsistency between a provision the provisions of the ABL each intercreditor agreement (including any Intercreditor Agreement Agreement) and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement such intercreditor agreement shall controlcontrol in all respects. In the event of With respect to any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement reference in this Agreement to deliver any ABL Priority Collateral another intercreditor agreement, subordination agreement or arrangement reasonably acceptable to the Notes Administrative Agent and the Borrowers’ (or other similar description), Administrative Agent and the Collateral Administrator hereby agree to, and each Secured Party and each Lender hereby directs the Administrative Agent shall be satisfied to, negotiate with the Borrowers in good faith and promptly (and in any event not later than ten (10) Business Days following written request by delivery of the Borrowers) enter into such ABL Priority Collateral other intercreditor or subordination agreement that is reasonably acceptable to the ABL Administrative Agent (such acceptance not to be unreasonably withheld, conditioned, delayed or denied) upon request by the Borrowers. Each Lender hereby agrees (i) that all Obligations will be and are secured equally and ratably by all Priority Liens (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agency and Account Agreement) (and at any time granted by any Grantor to the Master Collateral Agent to secure any obligations in respect of any other Collateral after Discharge Series of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent Senior Secured Debt (as defined in the First Lien Intercreditor Collateral Agency and Account Agreement), whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Master Collateral Agent for the benefit of all holders of Senior Secured Debt Obligations (as defined in the Collateral Agency and Account Agreement) equally and ratably; and (ii) that each Lender is bound by the provisions of the Collateral Agency and Account Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and each Lender consents to the terms of the Collateral Agency and Account Agreement and the Master Collateral Agent’s performance of, and directing the Master Collateral Agent to perform its obligations under, the Collateral Agency and Account Agreement and the other Senior Secured Debt Documents.

Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Notes Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Notes Collateral The Administrative Agent and the each other Secured Parties hereunder are subject Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof, (b) hereby authorizes and instructs the Collateral Administrator to enter into each intercreditor agreement (including each Intercreditor AgreementsAgreement) entered into pursuant to the terms hereof and to subject the Liens securing the Obligations to the provisions thereof and (c) hereby authorizes and instructs the Collateral Administrator to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of “Junior Lien Debt”. In the event of any conflict or inconsistency between a provision the provisions of the ABL each intercreditor agreement (including any Intercreditor Agreement Agreement) and this Agreement that relates solely to the rights or obligations of, or relationships between, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement such intercreditor agreement shall controlcontrol in all respects. In the event of With respect to any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties (as such term is defined in the First Lien Intercreditor Agreement), the provisions of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement reference in this Agreement to deliver any ABL Priority Collateral another intercreditor agreement, subordination agreement or arrangement reasonably acceptable to the Notes Administrative Agent and the Borrowers’ (or other similar description), Administrative Agent and the Collateral Administrator hereby agree to, and each Secured Party and each Lender hereby directs the Administrative Agent shall be satisfied to, negotiate with the Borrowers in good faith and promptly (and in any event not later than ten (10) Business Days following written request by delivery of the Borrowers) enter into such ABL Priority Collateral other intercreditor or subordination agreement that is reasonably acceptable to the ABL Administrative Agent (such acceptance not to be unreasonably withheld, conditioned, delayed or denied) upon request by the Borrowers. Each Lender hereby agrees (i) that all Obligations will be and are secured equally and ratably by all Priority Liens (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agency and Accounts Agreement) (and at any time granted by any Grantor to the Master Collateral Agent to secure any obligations in respect of any other Collateral after Discharge Series of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent Senior Secured Debt (as defined in the First Lien Intercreditor Collateral Agency and Accounts Agreement), whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Master Collateral Agent for the benefit of all holders of Senior Secured Debt Obligations (as defined in the Collateral Agency and Accounts Agreement) equally and ratably; and (ii) that each Lender is bound by the provisions of the Collateral Agency and Accounts Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and each Lender consents to the terms of the Collateral Agency and Accounts Agreement and the Master Collateral Agent’s performance of, and directing the Master Collateral Agent to perform its obligations under, the Collateral Agency and Accounts Agreement and the other Senior Secured Debt Documents.

Intercreditor Agreements Govern. Notwithstanding anything herein NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PRIORITY OF THE LIENS AND SECURITY INTERESTS GRANTED TO THE NOTES COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED NOTES SECURED PARTIES PURSUANT TO THIS SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE NOTES COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE PROVISIONS OF ANY INTERCREDITOR AGREEMENTS. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF ANY INTERCREDITOR AGREEMENT (INCLUDING THE EQUAL PRIORITY INTERCREDITOR AGREEMENT) AND THIS SECURITY AGREEMENT WITH RESPECT TO THE PRIORITY OF THE LIENS AND SECURITY INTERESTS GRANTED HEREUNDER AND THE EXERCISE OF ANY RIGHTS OR REMEDIES WITH RESPECT TO THE COLLATERAL, THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. Any obligation of any Grantor in this Agreement that requires (or any representation or warranty hereunder to the contraryextent that it would have the effect of requiring) delivery of Collateral to, or the lien and security interest granted to the Notes possession or Control of Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by with the Notes Collateral Agent shall be deemed complied with and satisfied (or, in the other Secured Parties hereunder are subject to the provisions of the Intercreditor Agreements. In the event case of any conflict representation or inconsistency between a provision warranty hereunder, shall be deemed to be true) if such delivery of the ABL Intercreditor Agreement and this Agreement that relates solely to the rights or obligations ofCollateral is made to, or relationships betweensuch possession or Control of Collateral is with, the ABL Secured Parties and the Cash Flow Secured Parties (as each such term is defined in the ABL Intercreditor Agreement), the provisions of the ABL Intercreditor Agreement shall control. In the event of any conflict or inconsistency between a provision of the First Lien Intercreditor Agreement and this Agreement that relates solely to the rights or obligations of, or relationships between, the Secured Parties and any other First Lien Secured Parties Controlling Authorized Representative (as such term is defined in the First Lien Equal Priority Intercreditor Agreement), the provisions ) acting as bailee for perfection on behalf of the First Lien Intercreditor Agreement shall control. So long as the ABL Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any ABL Priority Collateral to the Notes Collateral Agent shall be satisfied by delivery of such ABL in accordance with the Equal Priority Collateral to the ABL Agent (as defined in the ABL Intercreditor Agreement). So long as the First Lien Intercreditor Agreement is in effect, any requirement in this Agreement to deliver any Cash Flow Priority Collateral (as such term is defined in the ABL Intercreditor Agreement) (and any other Collateral after Discharge of ABL Obligations) to the Notes Collateral Agent shall be satisfied by delivery of such Cash Flow Priority Collateral to the General Credit Facilities Agent (as defined in the First Lien Intercreditor Agreement)SECTION 7.20.