Common use of No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights Clause in Contracts

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives and the other First Lien Secured Parties on the one hand and the Second Lien Representatives and the other Second Lien Secured Parties on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.3, none of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto First Lien Claimholders and its the Second Lien Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties Claimholders on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured PartiesClaimholders; as among the First Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.38.3 and in Section 8.7, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor nor any other creditor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto ABL Claimholders and its the Fixed Asset Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives ABL Collateral Agents and the other First Lien Secured Parties ABL Claimholders on the one hand and the Second Lien Representatives Fixed Asset Collateral Agents and the other Second Lien Secured Parties Fixed Asset Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties ABL Claimholders or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor AgreementFixed Asset Claimholders. Other than as set forth in Section 8.38.3 and 8.18, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Other than as set forth in Sections 2.3, 2.4, 5.2(c), 5.4 and this Xxxxxxx 0, xxxx of the Company or any other Grantor shall have any obligations hereunder except to the extent such obligations are otherwise set forth in the ABL Loan Documents or Fixed Asset Loan Documents, as applicable and, for the avoidance of doubt, nothing in this Agreement is intended to require the Company or any other Grantor to provide a lien on any Collateral which is otherwise expressly excluded from the grant of Liens pursuant to the terms of the ABL Loan Documents or the Fixed Asset Loan Documents, as applicable. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien ABL Obligations and the Second Lien Fixed Asset Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto Senior Claimholders and its the Third Lien Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Senior Representatives, the Senior Collateral Agents, the other Senior Claimholders, the Third Lien Representatives Representative, the Third Lien Collateral Agent and the other First Third Lien Secured Parties on the one hand and the Second Lien Representatives and the other Second Lien Secured Parties on the other handClaimholders. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured PartiesClaimholders; as among the First Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.39.3 and in Section 9.7, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor nor any other creditor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Senior Obligations and the Second Third Lien Obligations Loan Documents as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement (provided that, solely as among any Initial First Lien Secured Parties party to the Initial First Lien Credit Agreement, the Initial First Lien Documents shall define the relative rights and priorities of such First Lien Secured Parties (as among each other) with respect to the Collateral (including as to waterfalls, voting rights and intercreditor provisions contained therein as applicable among such First Lien Secured Parties)) and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Nothing herein shall be construed to limit the relative rights and obligations as among the parties to the Term/ABL Intercreditor Agreement; as among such Persons, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Term/ABL Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto ABL Claimholders and its the Fixed Asset Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives ABL Collateral Agents and the other First Lien Secured Parties ABL Claimholders on the one hand and the Second Lien Representatives Fixed Asset Collateral Agents and the other Second Lien Secured Parties Fixed Asset Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties ABL Claimholders or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor AgreementFixed Asset Claimholders. Other than as set forth in Section 8.38.3 and 8.18, none of the BorrowerHoldings, Borrower any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Holdings, Borrower nor any Grantor may rely on the terms hereof. Other than as set forth in Sections 2.3, 2.4, 5.2(c), 5.4 and this Section 8, none of Holdings, Borrower or any other Grantor shall have any obligations hereunder except to the extent such obligations are otherwise set forth in the ABL Loan Documents or Fixed Asset Loan Documents, as applicable and, for the avoidance of doubt, nothing in this Agreement is intended to require Holdings, Borrower or any other Grantor to provide a lien on any Collateral which is otherwise expressly excluded from the grant of Liens pursuant to the terms of the ABL Loan Documents or the Fixed Asset Loan Documents, as applicable. Nothing in this Agreement is intended to or shall impair the obligations of the Holdings, Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien ABL Obligations and the Second Lien Fixed Asset Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto ABL Claimholders and its the Fixed Asset Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives ABL Collateral Agents and the other First Lien Secured Parties ABL Claimholders on the one hand and the Second Lien Representatives Fixed Asset Collateral Agents and the other Second Lien Secured Parties Fixed Asset Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties ABL Claimholders or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor AgreementFixed Asset Claimholders. Other than as expressly set forth in Section 8.3herein, none of the BorrowerHoldings, any other Grantor or nor any other creditor thereof shall have any rights hereunder and neither the Borrower Holdings nor any Grantor may rely on the terms hereof. Other than as expressly set forth herein, none of Holdings nor any other Grantor shall have any obligations hereunder except to the extent such obligations are otherwise set forth in the ABL Loan Documents or Fixed Asset Loan Documents, as applicable and, for the avoidance of doubt, nothing in this Agreement is intended to require Holdings or any other Grantor to provide a lien on any Collateral which is otherwise expressly excluded from the grant of Liens pursuant to the terms of the ABL Loan Documents or the Fixed Asset Loan Documents, as applicable. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Holdings or any other Grantor, which are absolute and unconditional, to pay the First Lien ABL Obligations and the Second Lien Fixed Asset Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto First Lien Claimholders and its the Second Lien Claimholders and their respective successors and assigns from time to time and, solely with respect to Sections 5.3 and shall inure to the benefit of each of the First Lien Secured Parties 8.18 and the Second Lien Secured Partieslast sentence of Section 8.3, the Grantors and their respective successors and assigns from time to time. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Collateral Agent and the other First Lien Secured Parties Claimholders on the one hand and the Second Lien Representatives Collateral Agent and the other Second Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions Claimholders. None of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerBorrowers, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder and neither no such Person is an intended beneficiary or third party beneficiary hereof, except, in each case, as expressly provided in this Agreement, and none of the Borrower Borrowers nor any Grantor may rely on the terms hereofhereof (other than as set forth in Sections 5.3 and 8.18 and the last sentence of Section 8.3(a)). Nothing in this Agreement is intended to or shall impair the obligations of the either Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement (provided that, solely as among any Initial Second Lien Secured Parties party to the Initial First Lien Credit Agreement, the Initial Second Lien Documents shall define the relative rights and priorities of such Second Lien Secured Parties (as among each other) with respect to the Collateral (including, without limitation, as to waterfalls, voting rights and intercreditor provisions contained therein as applicable among such First Lien Secured Parties)). Nothing herein shall be construed to limit the relative rights and obligations as among the parties to the ABL/Term Loan/Notes Intercreditor Agreement; as among such Persons, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the ABL/Term Loan/Notes Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties Claimholders and the Second Lien Secured PartiesClaimholders and their respective successors and assigns. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties Claimholders on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured PartiesClaimholders; as among the First Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 5.1, Section 5.2, Section 5.3, Section 6.1, Section 8.3, Section 8.7 or Section 8.20, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor nor any other creditor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties on the one hand and the Second Lien Representatives Representative, the Second Lien Collateral Agent and the other Second Lien Secured Parties on another hand and the Third Lien Representative, the Third Lien Collateral Agent and the other Third Lien Secured Parties on another hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or Parties, as among the Second Lien Secured Parties or as among the Third Lien Secured Parties; , and as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations, the Second Lien Obligations and the Second Third Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto Parity Lien Claimholders and its the Junior Lien Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Parity Lien Representatives Representatives, the Parity Lien Collateral Agents and the other First Parity Lien Secured Parties Claimholders on the one hand and the Second Junior Lien Representatives Representatives, the Junior Lien Collateral Agents and the other Second Junior Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Parity Lien Secured Parties Claimholders or as among the Second Junior Lien Secured PartiesClaimholders; as among the First Parity Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Parity Lien Pari Passu Intercreditor Agreement and as among the Second Junior Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Junior Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.3, none The Company and the other Grantors are intended third party beneficiaries of the Borrower, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower nor any Grantor may rely on the terms hereofSpecified Provisions. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Parity Lien Obligations and the Second Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms. Without limitation of any other provisions of this Agreement, the Company and each Grantor hereby (a) acknowledges that it has read this Agreement and consents hereto, (b) agrees that it will not take any action that would be contrary to the express provisions of this Agreement and (c) agrees to abide by the requirements expressly applicable to it under this Agreement.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties Parties, on the one hand hand, and the Second Lien Representatives Representative, the Second Lien Collateral Agent and the other Second Lien Secured Parties Parties, on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or Parties, as among the Second Lien Secured Parties; , and as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.38 3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or as among the Second Lien Secured Parties; as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement (provided that, solely as among any Initial Second Lien Secured Parties party to the Initial First Lien Credit Agreement, the Initial Second Lien Documents shall define the relative rights and priorities of such Second Lien Secured Parties (as among each other) with respect to the Collateral (including, without limitation, as to waterfalls, voting rights and intercreditor provisions contained therein as applicable among such First Lien Secured Parties)). Nothing herein shall be construed to limit the relative rights and obligations as among the parties to the Term/ABL Intercreditor Agreement; as among such Persons, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Term/ABL Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto First Lien Claimholders and its the Second Lien Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties Claimholders on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured PartiesClaimholders; as among the First Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.38.3 and in Section 8.7, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor nor any other creditor thereof may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties on the one hand and the Second Lien Representatives Representative, the Second Lien Collateral Agent and the other Second Lien Secured Parties on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties or as among the Second Lien Secured Parties; and as among the First Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured Parties, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.3, none of the BorrowerCompany, any other Grantor or any other creditor thereof shall have any rights hereunder and neither the Borrower Company nor any Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto First Lien Claimholders and its the Second Lien Claimholders and their respective successors and assigns and shall inure from time to the benefit of each of the First Lien Secured Parties and the Second Lien Secured Partiestime. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Representatives Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties Claimholders on the one hand and the Second Lien Representatives Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Secured Parties Claimholders or as among the Second Lien Secured PartiesClaimholders; as among the First Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Pari Passu Intercreditor Agreement and as among the Second Lien Secured PartiesClaimholders, such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions of the Second Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8.38.3 and in Section 8.7, none of neither the Borrower, any other Grantor or Grantors nor any other creditor thereof shall have any rights hereunder and neither the Borrower Grantors nor any Grantor other creditor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Borrower or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.