Common use of Other Junior Intercreditor Agreements Clause in Contracts

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien Obligations, then the Applicable First Lien Agent and/or the Applicable Second Lien Agent may enter into an intercreditor agreement with the agent or trustee for the lenders with respect to such secured obligations to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Lien Obligations Documents or the Second-Priority Lien Obligations Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations Documents, and the provisions of this Agreement, the First-Priority Lien Obligations Documents and the Second-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company Parent or any Subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of First-Priority Lien the LC Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First Lien ABL Collateral Agent and/or and the Applicable Second Lien LC Collateral Agent may shall enter into an intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any the other ABL Documents or LC Documents, as the case may be. Each party hereto agrees that the ABL Secured Parties (as among themselves) and the LC Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Secured Parties or the LC Secured Parties, as the case may be, in respect of the First-Priority Lien Collateral, this Agreement and the applicable Senior Secured Obligations Documents Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the Second-Priority Lien other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents Agreement or any Second-Priority Lien Obligations Documentsother ABL Document or LC Document, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Documents and the Second-Priority Lien Obligations LC Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First ABL Facility Collateral Agent, the First-Lien Revolving Facility Collateral Agent, the Trustee and any such Other First-Priority Lien Obligations Administrative Agent and/or the Applicable Second Lien Agent may shall enter into an intercreditor agreement with the agent or trustee for the lenders with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the other ABL Facility Documents, First-Priority Lien Obligations Documents or the Secondany Other First-Priority Lien Obligations DocumentsCredit Document, as the case may be; provided, that the terms and conditions of any such intercreditor agreement shall be no less favorable to the holders of the obligations secured by senior Liens on such Collateral than the corresponding provisions (if any) of the Junior Lien Intercreditor Agreement. For the avoidance of doubt, any such intercreditor agreement that contains provisions substantially similar to those set forth in the Junior Lien Intercreditor Agreement with respect to Liens over the Collateral securing the ABL Obligations and the First-Priority Lien Obligations, but contains other provisions in relation to Liens over the Collateral ranking junior to those securing the ABL Obligations and the First-Priority Lien Obligations, shall be deemed to comply with the requirement set forth in the proviso to the immediately preceding sentence. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this AgreementAgreement or any other ABL Facility Document, any First-Priority Lien Obligations Documents Document or any SecondOther First-Priority Lien Obligations DocumentsCredit Document, and the provisions of this AgreementAgreement and the other ABL Facility Documents, the First-Priority Lien Obligations Documents and the SecondOther First-Priority Lien Obligations Credit Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien Obligations, then the Applicable First Lien Agent and/or and the Applicable Second Lien Agent may enter into an intercreditor agreement with the agent or trustee for the lenders with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Lien Obligations Documents or the Second-Priority Lien Obligations Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations Documents, and the provisions of this Agreement, the First-Priority Lien Obligations Documents and the Second-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company Parent or any Subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of First-Priority Lien the LC Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien Notes Obligations, then the Applicable First Lien Notes Collateral Agent and/or and the Applicable Second Lien LC Collateral Agent may shall enter into an intercreditor agreement (at the sole cost and expense of the Grantors) with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any the other Notes Documents or LC Documents, as the case may be. Each party hereto agrees that the Notes Secured Parties (as among themselves) and the LC Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the Notes Secured Parties or the LC Secured Parties, as the case may be, in respect of the First-Priority Lien Collateral, this Agreement and the applicable Senior Secured Obligations Documents Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the Second-Priority Lien other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents Agreement or any Second-Priority Lien Obligations Documentsother Notes Document or LC Document, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other Notes Documents and the Second-Priority Lien Obligations LC Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary subsidiary incurs any obligations in addition to the Second-Lien Notes secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Secondor the ABL Obligations, then the ABL Facility Collateral Agent, the First-Lien Collateral Agent, the Applicable First-Lien Agent, any such Other First-Priority Lien Obligations) or junior Obligations Representative and/or any Other First-Priority Lien Obligations Collateral Agent shall enter into a joinder to the Second-Priority Lien Obligations, then the Applicable First Intercreditor Agreement or another Junior Lien Agent and/or the Applicable Second Lien Agent may enter into an Intercreditor Agreement or another intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or the other ABL Facility Documents or First-Priority Lien Obligations Documents, as the case may be; provided that the terms and conditions of any such intercreditor agreement shall not be materially less favorable to the holders of the obligations secured by senior Liens on such Collateral, taken as a whole, than the corresponding provisions of the Second-Lien Intercreditor Agreement. For the avoidance of doubt, any such intercreditor agreement that contains provisions substantially similar, taken as a whole, to those set forth in the Second-Lien Intercreditor Agreement with respect to Liens over the Collateral securing the ABL Obligations and the First-Priority Lien Obligations, but contains other provisions in relation to Liens over the Collateral ranking junior to those securing the ABL Obligations Documents or and the SecondFirst-Priority Lien Obligations, shall be deemed to comply with the requirement set forth in the proviso to the immediately preceding sentence. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the First-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the First-Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the applicable Senior Secured Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, Agreement or any other ABL Facility Document or First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations DocumentsDocument, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the SecondFirst-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company Borrower or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of First-Priority the Parity Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to and/or the Second-Priority Lien ABL Obligations, then the Applicable First ABL Facility Collateral Agent, the Parity Lien Agent and/or Collateral Trustee, the Applicable Second Parity Lien Agent may Representative and/or any such Other Parity Lien Representative shall enter into an a joinder to a Junior Lien Intercreditor Agreement or another intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any the other ABL Facility Documents or Parity Lien Documents, as the case may be. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the Parity Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the Parity Lien Secured Parties, as the case may be, in respect of the First-Priority Lien Obligations Documents Collateral, this Agreement and the applicable Senior Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the Second-Priority Lien Obligations other applicable Senior Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents Agreement or any Second-Priority other ABL Facility Document or Parity Lien Obligations DocumentsDocument, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the Second-Priority Parity Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First ABL Facility Collateral Agent, the First-Lien Agent and/or Collateral Agent, the Applicable Second First-Lien Agent, any such Other First-Priority Lien Obligations Representative and/or any Other First-Priority Lien Obligations Collateral Agent may shall enter into an a joinder to a Junior Lien Intercreditor Agreement or another intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or the other ABL Facility Documents or First-Priority Lien Obligations Documents, as the case may be; provided that the terms and conditions of any such intercreditor agreement shall not be materially less favorable to the holders of the obligations secured by senior Liens on such Collateral, taken as a whole, than the corresponding provisions of the Junior Lien Intercreditor Agreements. For the avoidance of doubt, any such intercreditor agreement that contains provisions substantially similar, taken as a whole, to those set forth in the Junior Lien Intercreditor Agreements with respect to Liens over the Collateral securing the ABL Obligations and the First-Priority Lien Obligations, but contains other provisions in relation to Liens over the Collateral ranking junior to those securing the ABL Obligations Documents or and the SecondFirst-Priority Lien Obligations, shall be deemed to comply with the requirement set forth in the proviso to the immediately preceding sentence. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the First-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the First-Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the applicable Senior Secured Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, Agreement or any other ABL Facility Document or First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations DocumentsDocument, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the SecondFirst-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of First-Priority the Senior Secured Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First parties hereto all agree and acknowledge that the ABL Facility Collateral Agent shall act as the agent for the Trustee, the Senior Secured Notes Collateral Agent, any Other Senior Secured Lien Agent and/or the Applicable Second Obligations Agents and any Other Senior Secured Lien Agent may enter Obligations Collateral Agents, in connection with entering into an a joinder to any future intercreditor agreement with the agent agents or trustee trustees for the lenders with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Lien Obligations other ABL Facility Documents or the Second-Priority Senior Secured Lien Obligations Documents, as the case may be. With respect to any Collateral, the ABL Facility Collateral Agent will take direction from the Applicable Collateral Agent that is at the time entitled to enforce remedies with respect to such Collateral under this Agreement. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First-Priority Lien Obligations Documents Agreement or any Second-Priority other ABL Facility Document or Senior Secured Lien Obligations Documents, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the Second-Priority Senior Secured Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company U.S. Borrower or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First ABL Facility Collateral Agent, the First-Lien Agent and/or Collateral Agent, the Applicable Second First-Lien Agent, any such Other First-Priority Lien Obligations Representative and/or any Other First-Priority Lien Obligations Collateral Agent may shall enter into an a joinder to a Junior Lien Intercreditor Agreement or another intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or the other ABL Facility Documents or First-Priority Lien Obligations Documents, as the case may be; provided that the terms and conditions of any such intercreditor agreement shall not be materially less favorable to the holders of the obligations secured by senior Liens on such Collateral, taken as a whole, than the corresponding provisions of the Junior Lien Intercreditor Agreements. For the avoidance of doubt, any such intercreditor agreement that contains provisions substantially similar, taken as a whole, to those set forth in the Junior Lien Intercreditor Agreements with respect to Liens over the Collateral securing the ABL Obligations and the First-Priority Lien Obligations, but contains other provisions in relation to Liens over the Collateral ranking junior to those securing the ABL Obligations Documents or and the SecondFirst-Priority Lien Obligations, shall be deemed to comply with the requirement set forth in the proviso to the immediately preceding sentence. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the First-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the First-Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the applicable Senior Secured Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, Agreement or any other ABL Facility Document or First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations DocumentsDocument, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the SecondFirst-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Other Junior Intercreditor Agreements. In addition, in the event that the Company U.S. Borrower or any Subsidiary subsidiary incurs any obligations secured by a lien on any Collateral that is junior to any Series of the First-Priority Lien Obligations (and not designated hereunder as Second-Priority Lien Obligations) or junior to the Second-Priority Lien ABL Obligations, then the Applicable First ABL Facility Collateral Agent, the First-Lien Agent and/or Collateral Agent, the Applicable Second First-Lien Agent, any such Other First-Priority Lien Obligations Representative and/or any Other First-Priority Lien Obligations Collateral Agent may shall enter into an intercreditor agreement with the agent or trustee for the lenders secured parties with respect to such secured obligations obligation to reflect the relative lien priorities of such parties with respect to the Collateral and governing the relative rights, benefits and privileges as among such parties in respect of the Collateral, including as to application of Proceeds proceeds of the Collateral, priority in respect of Common Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as such secured obligations are permitted under, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the other ABL Facility Documents or First-Priority Lien Obligations Documents Documents, as the case may be. Each party hereto agrees that the ABL Facility Secured Parties (as among themselves) and the First-Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Applicable Senior Collateral Agent governing the rights, benefits and privileges as among the ABL Facility Secured Parties or the SecondFirst-Priority Lien Secured Parties, as the case may be, in respect of the Collateral, this Agreement and the applicable Senior Secured Obligations Collateral Documents, as the case may be, including as to the application of proceeds of the Collateral, voting rights, control of the Collateral and waivers with respect to the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other applicable Senior Secured Obligations Collateral Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, Agreement or any other ABL Facility Document or First-Priority Lien Obligations Documents or any Second-Priority Lien Obligations DocumentsDocument, and the provisions of this Agreement, Agreement and the First-Priority Lien Obligations other ABL Facility Documents and the SecondFirst-Priority Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).