Common use of First Lien/Second Lien Intercreditor Agreement Clause in Contracts

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Collateral Agent or any other Secured Parties pursuant to or in connection with the Note Documents and the exercise of any right or remedy by thereby or thereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern and control. Notwithstanding the foregoing, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement or any other Note Document may be subject to the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by Collateral Agent or any other Purchaser in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Document.

First Lien/Second Lien Intercreditor Agreement. Notwithstanding anything herein to the contrarycontrary set forth herein, (i) the lien priority of the Liens created hereby and security interest pursuant to the Security Documents are expressly subject to and subordinate to the Liens granted in favor of the First Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement), including the Liens granted to Collateral Agent (a) Alter Domus Products Corp., as administrative agent under the Exchange Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement) or any other Secured Parties pursuant to or (b) Alter Domus Products Corp., as administrative agent under the Existing Credit Agreement (as defined in connection with the Note Documents First Lien/Second Lien Intercreditor Agreement), and (ii) the exercise of any right or remedy by thereby the Collateral Trustee or thereunder are any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict inconsistency between the terms provisions of this Agreement and the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms provisions of the First Lien/Second Lien Intercreditor Agreement shall govern and controlsupersede the provisions of this Agreement. Notwithstanding the foregoing, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit Any provision of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement to the contrary notwithstanding, no Grantor shall be required to act or any other Note Document may be subject to refrain from acting in a manner that is inconsistent with the terms and provisions of the First Lien/Second Lien Intercreditor Agreement, no action taken or not taken by Collateral Agent or any other Purchaser in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Document.

First Lien/Second Lien Intercreditor Agreement. The First Lien/Second Lien Intercreditor Agreement governs the relative rights and priorities of the Secured Parties and the Second Lien Credit Agreement Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement) in respect of the Collateral (and with respect to certain other matters as described therein). Notwithstanding anything herein to the contrary, the lien Lien and security interest Security Interest granted to the Collateral Agent or any other Agent, for the benefit of the Secured Parties Parties, pursuant to or in connection with the Note Documents this Agreement and the exercise of any right or remedy by thereby or thereunder the Collateral Agent and the other Secured Parties hereunder are subject to the provisions of the First Lien/Second Lien Intercreditor Agreement. In the event of any conflict or inconsistency between the terms provisions of the First Lien/Second Lien Intercreditor Agreement and this Agreement, the terms provisions of the First Lien/Second Lien Intercreditor Agreement shall govern and control. Notwithstanding In the foregoingevent of any such conflict or inconsistency, each Note Party expressly acknowledges and agrees that the First Lien/Second Lien Intercreditor Agreement is solely for the benefit of the parties thereto, and that notwithstanding the fact that the exercise of certain of Collateral Agent’s and the Purchasers’ rights under this Agreement Grantor may act (or any other Note Document may be subject omit to act) in accordance with the First Lien/Second Lien Intercreditor Agreement, no action taken and shall not be in breach, violation or not taken default of its obligations hereunder by Collateral Agent or any other Purchaser in accordance with the terms reason of the First Lien/Second Lien Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by Collateral Agent or any other Purchaser of any rights such Person has with respect to any Note Party under this Agreement or any other Note Documentdoing so.