Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Loan Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Facility Obligations pursuant to the Term Loan Collateral Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents as and to the extent provided for therein, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL/Term Loan Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b), as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Term Loan Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Ter...
Intercreditor Relations. The ABL Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the ABL Collateral Agent, the Administrative Agent, any Cash Flow Agent and any Additional Agent shall be determined solely pursuant to the applicable Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the ABL Collateral Agent pursuant to this Agreement, the obligations of the U.S. Grantors (including with respect to delivery of any Security Collateral) and the exercise of any right or remedy by the ABL Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the ABL Collateral Agent, any Cash Flow Agent and any Additional Agent, in the case of the Base Intercreditor Agreement, and (ii) the ABL Collateral Agent and any other secured creditor (or agent therefor) party thereto, in the case of any Other Intercreditor Agreement. In the event of any such conflict, each U.S. Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so.
Intercreditor Relations. Notwithstanding anything herein to the contrary, (1) the Grantors and the Collateral Agent acknowledge that the exercise of certain of the Collateral Agent’s rights and remedies hereunder are subject to the provisions of the Closing Date Intercreditor Agreement and any other applicable Intercreditor Agreement(s) and (2) prior to the Discharge of ABL Claims (or such other applicable date), any obligation hereunder to physically deliver any ABL Priority Collateral (or other applicable Collateral) to the Collateral Agent shall be deemed satisfied by the delivery to the ABL Collateral Agent or other applicable Debt Representative, acting as gratuitous bailee for the Collateral Agent in accordance with the Closing Date Intercreditor Agreement or other applicable Intercreditor Agreement(s). The failure of the Collateral Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of any applicable Intercreditor Agreement(s) or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of the Closing Date Intercreditor Agreement or any other applicable Intercreditor Agreement(s) and this Agreement, the terms of such Intercreditor Agreement shall govern and control. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement and shall not be in breach, violation or default of its obligations hereunder or under any other Loan Document by reason of doing so.
Intercreditor Relations. Notwithstanding anything herein to the contrary, (1) the Grantors and the Collateral Agent acknowledge that the exercise of certain of the Collateral Agent’s rights and remedies hereunder are subject to the provisions of the Intercreditor Agreement and (2) prior to the Discharge of ABL Claims, any obligation hereunder to physically deliver any ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the ABL Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the Intercreditor Agreement. The failure of the Collateral Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of the Intercreditor Agreement or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of the Intercreditor Agreement and this Agreement regarding the relative priorities of the ABL Collateral Agent and the Collateral Agent in the Collateral, the terms of the Intercreditor Agreement shall govern and control.
Intercreditor Relations. Notwithstanding anything herein to the contrary, (a) the Notes Collateral Agent, for itself and on behalf of the Notes Secured Parties, acknowledges that the exercise of certain of the Notes Collateral Agent’s rights and remedies hereunder are subject to the provisions of any Applicable Intercreditor Agreement and (b) prior to the Discharge of the ABL Obligations (as such terms are defined in any Applicable Intercreditor Agreement), any obligation hereunder to physically deliver any Collateral to the Notes Collateral Agent shall be deemed satisfied by the delivery to the Applicable Agent, acting as gratuitous bailee for the Notes Collateral Agent in accordance with any Applicable Intercreditor Agreement. The failure of the Notes Collateral Agent or any other Notes Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of any Applicable Intercreditor Agreement or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of any Applicable Intercreditor Agreement and this Agreement regarding the relative interests of the ABL Collateral Agent (as such term is defined in any Applicable Intercreditor Agreement), the Notes Collateral Agent, any other First Lien Agent, the Second Lien Collateral Agent and any other agent party to an Applicable Intercreditor Agreement, in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.
Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to this Agreement shall with respect to all Security Collateral, be senior to the Liens granted to the Second-Lien Collateral Agent (as defined in the Intercreditor Agreement) for the benefit of the holders of the Second-Lien Obligations (as defined in the Intercreditor Agreement) to secure the Second-Lien Obligations (as defined in the Intercreditor Agreement) pursuant to the Second-Lien Term Loan Guarantee and Collateral Agreement. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the U.S. Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the U.S. 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, the terms of the Intercreditor Agreement shall govern and control.
Intercreditor Relations. In the event of any conflict between the terms of the Intercreditor Agreement and any other intercreditor agreement and this Agreement, the terms of such Intercreditor Agreement or other intercreditor agreement, as applicable, shall govern and control as among the Collateral Agent, on the one hand, and any other secured creditor (or agent therefor) party thereto, on the other hand. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with the Intercreditor Agreement or such other intercreditor agreement, as applicable, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Prior to the Discharge of Credit Facility Obligations (as defined in the Intercreditor Agreement), any requirement hereunder to deliver any Collateral to the Collateral Agent shall be deemed satisfied by delivery thereof to the Credit Facility Agent.
Intercreditor Relations. Notwithstanding anything herein to the contrary, (a) the Agent, for itself and on behalf of the Secured Parties, acknowledges that the exercise of certain of the Agent’s rights and remedies hereunder are subject to the provisions of any Applicable Intercreditor Agreement and (b) prior to the Discharge of the ABL Obligations (as such terms are defined in any Applicable Intercreditor Agreement), any obligation hereunder to physically deliver any Collateral to the Agent shall be deemed satisfied by the delivery to the ABL Agent, acting as gratuitous bailee for the Agent in accordance with any Applicable Intercreditor Agreement. The failure of the Agent or any other Secured Party to immediately enforce any of its rights and remedies hereunder (as a result of the terms of any Applicable Intercreditor Agreement or otherwise) shall not constitute a waiver of any such rights and remedies. In the event of any conflict or inconsistency between the terms of any Applicable Intercreditor Agreement and this Agreement regarding the relative interests of the ABL Agent, the collateral agent under the Secured Notes Indenture, the Agent and any other agent party to an Applicable Intercreditor Agreement, in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.
Intercreditor Relations. In the event that the Collateral Agent enters into an Intercreditor Agreement or an Other Intercreditor Agreement, the terms of such Intercreditor Agreement or Other Intercreditor Agreement shall prevail in the case of any conflict with the terms of this Debenture.
Intercreditor Relations. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent and any Additional Agent shall be determined solely pursuant to any applicable Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement and any other Security Document and the exercise of any right or remedy by the Collateral Agent or the Administrative Agent under this Agreement and any other Security Document are subject to the provisions of any applicable Intercreditor Agreements. In the event of any conflict between the terms of any applicable Intercreditor Agreement and this Agreement or any other Security Document, the terms of such applicable Intercreditor Agreement shall govern and control as among the Collateral Agent and the Administrative Agent and any Additional Agent. In the event of any such conflict, each Granting Party may act (or omit to act) in accordance with such applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations under this Agreement or any other Security Document by reason of doing so.
