Common use of Intercreditor Agreement; Conflicts Clause in Contracts

Intercreditor Agreement; Conflicts. This Agreement is the “Senior Secured Notes Intercreditor Agreement” referred to in the ABL Credit Agreement, and the “Crossing Lien Intercreditor Agreement” referred to in the Original Cash Flow Collateral Agreement and the other Cash Flow Collateral Debt Documents. Nothing in this Agreement shall be deemed to subordinate the right of any ABL Secured Party to receive payment to the right of any Cash Flow Collateral Secured Party to receive payment or of any Cash Flow Collateral Secured Party to receive payment to the right of any ABL Secured Party to receive payment (whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the parties hereto that this Agreement shall effectuate a subordination of Liens as between the ABL Secured Parties, on the one hand, and the Cash Flow Collateral Secured Parties, on the other hand, but not a subordination of Indebtedness. Except as provided in the next sentence, if there is any conflict between this Agreement and the ABL Documents or Cash Flow Collateral Documents (including the Collateral Agency Agreement), this Agreement will control. In matters solely relating to or as between the Cash Flow Collateral Secured Parties, if there is any conflict between the Collateral Agency Agreement and this Agreement, the terms of the Collateral Agency Agreement will control. In matters solely relating to or as between the ABL Secured Parties, if there is any conflict between the ABL Credit Agreement and this Agreement, the terms of the ABL Credit Agreement will control.

Intercreditor Agreement; Conflicts. This Agreement is the “Senior Secured Notes [Crossing Lien Intercreditor Agreement]” referred to in the ABL Credit Agreement, and the “Crossing Lien Intercreditor Agreement” referred to in [the Original Cash Flow Collateral Agreement and the other Cash Flow Collateral Debt DocumentsDocuments]12. Nothing in this Agreement shall be deemed to subordinate the right of any ABL Secured Party to receive payment to the right of any Cash Flow Collateral Secured Party to receive payment or of any Cash Flow Collateral Secured Party to receive payment to the right of any ABL Secured Party to receive payment (whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the parties hereto that this Agreement shall effectuate a subordination of Liens as between the ABL Secured Parties, on the one hand, and the Cash Flow Collateral Secured Parties, on the other hand, but not a subordination of Indebtedness. Except as provided in the next sentence, if there is any conflict between this Agreement and the ABL Documents or Cash Flow Collateral Documents (including the Collateral Agency Agreement), this Agreement will control. In matters solely relating to or as between the Cash Flow Collateral Secured Parties, if there is any conflict between the Collateral Agency Agreement and this Agreement, the terms of the Collateral Agency Agreement will control. In matters solely relating 12 To be revised as needed to or reflect correct terminology in the various agreements, as between well as any Cash Flow Collateral Obligations existing on the ABL Secured Parties, if there is any conflict between the ABL Credit Agreement and date of this Agreement, the terms of the ABL Credit Agreement will controlagreement.