Common use of Intercreditor Relations Clause in Contracts

Intercreditor Relations. 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 Grantors and the Collateral Agent acknowledge that the exercise of certain of the Collateral Agent’s rights and remedies hereunder will be subject to the provisions of such Applicable Intercreditor Agreement and (b) at any time that the Collateral Agent is not the Authorized Collateral Agent, any obligation hereunder to physically deliver any Possessory Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the Authorized Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the Applicable 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 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 an Applicable Intercreditor Agreement and this Agreement regarding the relative priorities of the Collateral Agent and the other secured party under the Applicable Intercreditor Agreement in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.

Intercreditor Relations. 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 Grantors and the Collateral Agent acknowledge that the exercise of certain of the Collateral Agent’s rights and remedies hereunder will be subject to the provisions of such Applicable Intercreditor Agreement and (b) at any time that the Collateral Agent is not the Authorized Collateral Agent, any obligation hereunder to physically deliver any Possessory Collateral to the Collateral Agent shall be deemed satisfied by the delivery to the Authorized Collateral Agent, acting as gratuitous bailee for the Collateral Agent in accordance with the Applicable 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 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 an Applicable Intercreditor Agreement and this Agreement regarding the relative priorities of the Collateral Agent and the other secured party under the Applicable Intercreditor Agreement in the Collateral, the terms of the Applicable Intercreditor Agreement shall govern and control.. [Remainder of page left intentionally blank]

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

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