Intercreditor. Notwithstanding any provision to the contrary contained herein, the terms of this Mortgage, the Lien and security interest granted to Mortgagee pursuant to this Mortgage and the exercise of any rights and remedies by Mortgagee are subject to the terms of that certain Intercreditor Agreement, dated as of June __, 2004 (the "Intercreditor Agreement"), by and between JPMorgan Chase Bank, as ABL Agent, and Mortgagee, as Term Agent. In the event of any conflict between the terms and provisions of this Mortgage and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control.
Intercreditor. The terms and conditions of this Patent Security Agreement and the Liens and security interests granted to the Collateral Agent pursuant to this Patent Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the terms and conditions of the Intercreditor Agreement in all respects. In the event of any conflict between the terms and conditions of this Patent Security Agreement and the terms and conditions of the Intercreditor Agreement, such conflict shall be resolved in accordance with Section 8.1 of the Intercreditor Agreement.
Intercreditor. So long as the Intercreditor Agreement is in effect, the rights and, obligations and remedies of the parties shall be subject thereto. This Agreement shall not impose any obligation or grant any right to any party to the extent that such obligation or right is inconsistent or conflicts with the Intercreditor Agreement. This Section 15.18 is for the benefit of the Lenders and the Trustee, and none of the Loan Parties shall be third party beneficiaries hereof. [the next pages are the signature pages]
Intercreditor. The Administrative Agent shall have received the Intercreditor Agreement, executed and delivered by a duly authorized officer of JPMorgan Chase Bank, N.A., as First Priority Representative thereunder, Wilmington Trust FSB, as Second Priority Representative thereunder and each of the Loan Parties party thereto, the terms of which shall be satisfactory to the Administrative Agent.
Intercreditor. This Assignment is subject to the terms of the Intercreditor Agreement.
Intercreditor. Agreements The priority of the security interests in the collateral and related rights as between (i) the Exit Revolver and (ii) the Notes shall be set forth in an intercreditor agreement (the “Intercreditor Agreement”) in a
Intercreditor. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE LIMITATIONS AND PROVISIONS OF (i) THE REVOLVER INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 22, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “REVOLVER INTERCREDITOR AGREEMENT”), AMONG DBNY, AS FIRST LIEN COLLATERAL AGENT (AS DEFINED THEREIN), DEUTSCHE BANK TRUST COMPANY AMERICAS, AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND DBNY (AS SUCCESSOR TO DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH), AS THIRD LIEN COLLATERAL AGENT (AS DEFINED THEREIN) AND CERTAIN OTHER PERSONS THAT MAY BECOME PARTY THERETO FROM TIME TO TIME AND CONSENTED TO BY BUILDING MATERIALS CORPORATION OF AMERICA AND THE GRANTORS IDENTIFIED THEREIN AND (ii) THE GENERAL INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 22, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “GENERAL INTERCREDITOR AGREEMENT” AND TOGETHER WITH THE REVOLVER INTERCREDITOR AGREEMENT, THE “INTERCREDITOR AGREEMENTS”), AMONG DEUTSCHE BANK TRUST COMPANY AMERICAS, AS FIRST LIEN COLLATERAL AGENT AND DBNY (AS SUCCESSOR TO DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH), AS JUNIOR LIEN COLLATERAL AGENT AND CERTAIN OTHER PERSONS THAT MAY BECOME PARTY THERETO FROM TIME TO TIME AND CONSENTED TO BY BUILDING MATERIALS CORPORATION OF AMERICA AND THE GRANTORS IDENTIFIED THEREIN. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.
Intercreditor. The Agents acknowledge that the rights relating to, and relative priorities of, the Liens granted hereunder shall be subject in all respects to the intercreditor provisions set forth in the Security Agreement. In the event of any conflict with the terms of this Patent Security Agreement and such provisions in the Security Agreement, the Security Agreement shall govern and control.
Intercreditor. Save as described in the paragraph below, a global intercreditor agreement (the “Intercreditor Agreement”) will govern the ranking and claims (including guarantee claims) of (i) the Bank Finance Parties in respect of each Secured Facilities Agreement and the related finance documents, (ii) the New Secured Noteholders, (iii) the Ship Finance Parties, and (iv) the members of the Group which provide intercompany loans to the obligors under the Secured Facilities Agreements and where such loans are required by the terms of the relevant Secured Facilities Agreement and the Intercreditor Agreement to be subordinated. Intercreditor Agreement to be subject to Intercreditor Principles on substantially the terms summarised in the Intercreditor Term Sheet. First Ranking New Secured Notes Security and intercompany debt obligations between IHCo and the NSNCo Group to be regulated by a separate security trust and subordination deed.
Intercreditor. The Lenders will work in good faith with the ABL Agent to amend or otherwise modify the Intercreditor Agreement to the extent necessary to give effect to (a) the provisions of this Term Sheet, (b) the Closing Date Modifications (including to ABL Commitment Letter on the terms described in Annex B) and/or (c) the Merger.
