Common use of Intercreditor Relations Clause in Contracts

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 Upon the entry by the Collateral Agent into an Applicable Intercreditor Agreement and for so long as such Applicable Intercreditor Agreement remains in effect, notwithstanding anything herein to the contrary, (a) the Notes Grantors and the Collateral Agent, for itself and on behalf of the Notes Secured Parties, acknowledges Agent acknowledge that the exercise of certain of the Notes Collateral Agent’s rights and remedies hereunder are will be subject to the provisions of any such Applicable Intercreditor Agreement and (b) prior to at any time that the Discharge of Collateral Agent is not the ABL Obligations (as such terms are defined in any Applicable Intercreditor Agreement)Authorized Collateral Agent, any obligation hereunder to physically deliver any Possessory Collateral to the Notes Collateral Agent shall be deemed satisfied by the delivery to the Applicable Authorized Collateral Agent, acting as gratuitous bailee for the Notes Collateral Agent in accordance with any the 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 an Applicable Intercreditor Agreement and this Agreement regarding the relative interests priorities 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 the other agent secured party to an under the Applicable Intercreditor Agreement, Agreement in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.. [Remainder of page left intentionally blank]

Intercreditor Relations. Notwithstanding anything herein to the contrary, (a) it is the Notes Collateral Agent, for itself and on behalf understanding of the Notes Secured Partiesparties that the Liens granted pursuant to subsection 3.1 herein shall with respect to all Security Collateral other than ABL Priority Collateral, acknowledges that prior to the Discharge of Term Obligations (as defined in the Intercreditor Agreement), be subject and subordinate to the Liens granted to the Term Collateral Agent for the benefit of the holders of the Term Obligations to secure the Term Obligations pursuant to the Term Guarantee and Collateral Agreement. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of certain of any right or remedy by the Notes Collateral Agent’s rights and remedies Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any Applicable conflict between the terms of the Intercreditor Agreement and (b) prior to this Agreement, the Discharge terms of the ABL Intercreditor Agreement shall govern and control. Notwithstanding any other provision hereof, for so long as any Term Obligations (as such terms are defined in any Applicable Intercreditor Agreement)remain outstanding, any obligation hereunder to physically deliver to the Collateral Agent any Security Collateral constituting Term Priority Collateral shall be satisfied by causing such Term Priority Collateral to be physically delivered to the Notes Term Collateral Agent shall to be deemed satisfied by the delivery to the Applicable Agent, acting as gratuitous bailee for the Notes Collateral Agent held in accordance with any Applicable the 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 Upon the entry by the Collateral Agent into an Applicable Intercreditor Agreement and for so long as such Applicable Intercreditor Agreement remains in effect, notwithstanding anything herein to the contrary, (a) the Notes Grantors and the Collateral Agent, for itself and on behalf of the Notes Secured Parties, acknowledges Agent acknowledge that the exercise of certain of the Notes Collateral Agent’s rights and remedies hereunder are will be subject to the provisions of any such Applicable Intercreditor Agreement and (b) prior to at any time that the Discharge of Collateral Agent is not the ABL Obligations (as such terms are defined in any Applicable Intercreditor Agreement)Authorized Collateral Agent, any obligation hereunder to physically deliver any Possessory Collateral to the Notes Collateral Agent shall be deemed satisfied by the delivery to the Applicable Authorized Collateral Agent, acting as gratuitous bailee for the Notes Collateral Agent in accordance with any the 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 an Applicable Intercreditor Agreement and this Agreement regarding the relative interests priorities 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 the other agent secured party to an under the Applicable Intercreditor Agreement, Agreement in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.