Common use of Relative Priorities Clause in Contracts

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that (a) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding Irrespective of the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Note Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the any UCC, or any other applicable Law law, or the Senior ABL Loan Documents or the Junior Lien Note Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part the ABL Agent, on behalf of the Junior CollateralABL Claimholders, or any defect or deficiencies inand the Notes Agent, or failure to perfecton behalf of the Note Claimholders, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that hereby agree that: (a) any Lien of the ABL Agent on the Junior ABL Priority Collateral securing any Senior Obligations the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of any Senior Secured Party the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien Note Obligations, ; and (b) any Lien of the Notes Agent on the Junior Notes Priority Collateral securing any Junior the Note Obligations, whether such Lien Obligations is now or hereafter held by or on behalf of the Notes Agent, any Junior Lender or Junior Lien Representative (other Note Claimholder or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Notes Priority Collateral securing any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether provisions of any Senior Secured Party or Junior Secured Party holds possession of all security document or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Junior Secured Subordinated Debt Party hereby agrees that that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Secured Party Lender which now or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects and prior to any Lien on and all such Liens now or hereafter held by or for the Junior Collateral securing benefit of any Junior Lien ObligationsSubordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Subordinated Debt Party shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the rights benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and interests (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Secured Parties Indebtedness represents debt that is revolving in nature and all Liens on that the Junior Collateral securing amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior ObligationsIndebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each case as event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Agreement and (y) equal and ratable in all respects with Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the rights and interests of all other Junior Secured PartiesSenior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Credit Agreement), on the other hand, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether provisions of any Senior Secured Party or Junior Secured Party holds possession of all security document or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations other Loan Document or any other circumstance whatsoever, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Junior Secured Subordinated Debt Party hereby agrees that that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Secured Party Lender which now or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects and prior to any Lien on and all such Liens now or hereafter held by or for the Junior Collateral securing benefit of any Junior Lien ObligationsSubordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Junior Lender Subordinated Debt Party which now or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, hereafter secures Subordinated Indebtedness shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the rights benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and interests (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of the Obligor, any other Credit Party or any other Person. b. Each Subordinated Debt Party acknowledges that a portion of the Senior Secured Parties Indebtedness represents debt that is revolving in nature and all Liens on that the Junior Collateral securing amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior ObligationsIndebtedness may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Indebtedness may be increased, replaced or refinanced, in each case as event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Agreement and (y) equal and ratable in all respects with Section shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the rights and interests of all other Junior Secured PartiesSenior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing Lien granted to the Senior Obligations ABL Collateral Agent or Junior Lien Obligations granted the ABL Secured Parties on the Junior Collateral or of any Lien granted to the Term Loan Collateral Agent or the Term Loan Secured Parties on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law laws or decision or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Term Loan Documents or any other circumstance whatsoeverwhatsoever (including, without limitation, any non-perfection of any Lien securing or purporting to secure the ABL Obligations or the Term Loan Obligations), each Junior Obligations Secured Party (by its acceptance of the benefits of the Junior Documents) agrees that that: (a) any Senior Lien on the Junior Collateral securing any the Senior Obligations now or hereafter held by or on behalf for the benefit of any the Senior Obligations Secured Party or any agent or trustee thereforParties, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Junior Lien on such Collateral securing the Junior Collateral securing any Junior Lien Obligations, ; and (b) any Junior Lien on the Junior Collateral securing any the Junior Lien Obligations now or hereafter held by any or for the benefit of the Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) Obligations Secured Parties, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of all Senior Liens on such Collateral securing the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment attachment, recordation or perfection (if any) of any Liens on the Collateral securing the Senior Second Lien Obligations or Junior Lien Obligations granted of any Liens on the Junior Collateral securing the First Lien Obligations, and notwithstanding any provision of the UCC, UCC or any other applicable Law law, or the Senior Loan Second Lien Documents or the Junior First Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, each Junior Secured Party Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of any Senior Secured Party First Lien Collateral Agent, any other First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior of the Second Lien Obligations, ; (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of any Junior Lender or Junior Second Lien Representative (Collateral Agent, any other Second Lien Claimholders or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statutestatute (including any judgment lien), operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior of the First Lien Obligations, in each case as provided in this Agreement ; and (c) all Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Obligors or any other Junior Secured PartiesPerson.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Term Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior ABL Collateral or of any Revolving Liens granted on the ABL Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Term Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Revolving Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Revolving Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior the Term Collateral Agent, on behalf of itself and the Term Secured Party agrees that Parties, and the Revolving Collateral Agent, on behalf of itself and the Revolving Secured Parties, hereby agree that: (a) any Revolving Lien on the Junior any ABL Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Revolving Collateral Agent, any Senior Revolving Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Term Lien on the Junior Collateral securing any Junior Lien Obligations, such ABL Collateral; (b) any Term Lien on the Junior any ABL Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Term Collateral Agent, any Junior Lender or Junior Lien Representative (Term Secured Parties or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Revolving Liens on such ABL Collateral; and (xc) notwithstanding any other provision contained in this Agreement, any Liens on ABL Collateral created by the Revolving Documents, insofar as they secure Revolving Credit Excess Amounts, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Term Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Partiessuch ABL Collateral.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens in the Collateral securing the Senior Obligations Loan Document Priority Debt or Junior of any Liens in the Collateral securing the Txxxxxx Debt – including, in each case, notwithstanding whether any such Lien Obligations is granted on (or secures Txxxxxx Debt or Loan Document Priority Debt relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding – and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Txxxxxx Debt, or any other circumstance whatsoever, each Junior Secured Party agrees that Txxxxxx and Agent hereby agree that: (a) any Lien on with respect to the Junior Collateral securing any Senior Obligations Loan Document Priority Debt, whether such Lien is now or hereafter held by or on behalf of any Senior Secured Party of, or created for the benefit of, Txxxxxx or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior Collateral securing any Junior Lien Obligations, Txxxxxx Debt and any Excess Loan Document Debt; and (b) any Lien on with respect to the Junior Collateral securing any Junior Txxxxxx Debt, whether such Lien Obligations is now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Agent or any other Loan Document Claimholder or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be (x) junior and subordinate in all respects to any Lien with respect to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement Loan Document Priority Debt and (y) equal and ratable senior in all respects and prior to any Lien with respect to the rights and interests of all other Junior Secured PartiesCollateral securing any Excess Loan Document Debt.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, attachment creation, attachment, validity, enforceability or perfection (if any) of any Liens in the Collateral securing the ABL Obligations, the Senior Note Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding Note Obligations, (ii) the date on which any ABL Obligations, any Senior Note Obligations or any Junior Note Obligations are extended, (iii) any provision of the UCC, the PPSA or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (iv) any provision set forth in any ABL Document, any Senior Loan Documents Note Document or the any Junior Lien DocumentsNote Document (other than this Agreement), or whether (v) the possession or control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any Collateral as of the Junior Collateral, date hereof or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoeverotherwise, each Junior Collateral Agent, on behalf of itself and its respective other Secured Party Parties, hereby agrees that that: ​ ​ ​ (ai) any Lien on with respect to the Junior ABL Priority Collateral securing any Senior ABL Priority Obligations now or hereafter held by or on behalf of the ABL Agent or any Senior other ABL Secured Party Parties or any agent or trustee therefor, regardless of how or when acquired, whether by xxxxx, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (A) any Senior Note Obligations, (B) any Junior Note Obligations and (C) any Excess ABL Debt; (ii) any Lien with respect to the ABL Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by xxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Obligations and (B) senior in all respects and prior to any Liens with respect to the ABL Priority Collateral securing (1) any Excess ABL Debt, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt; (iii) any Lien with respect to the Note Priority Collateral securing any Note Priority Obligations now or hereafter held by or on behalf of the Note Agents or any other Note Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien Liens on the Note Priority Collateral securing (A) any ABL Obligations, (B) any Excess Senior Note Debt and (C) any Excess Junior Note Debt; (iv) any Lien with respect to the Note Priority Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien ABL Priority Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the ABL Agent or any other ABL Secured Parties or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (xA) junior and subordinate in all respects to any Liens on the Note Priority Collateral securing any Note Priority Obligations and (B) senior in all respects and prior to any Lien on the Note Priority Collateral securing (1) any Excess ABL Obligations, (2) any Excess Senior Note Debt and (3) any Excess Junior Note Debt. Notwithstanding anything to the contrary in this Agreement, the priorities of any Liens on the Note Priority Collateral securing the Senior Note Obligations and the Junior Note Obligations, as between them, shall be governed by and subject to the Notes Intercreditor Agreement. The priorities of the Liens provided in this Section 2.1(a) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement, refunding or refinancing of the ABL Documents and/or the ABL Obligations, the Senior Note Documents and/or the Senior Note Obligations, or the Junior Note Documents and/or the Junior Note Obligations, nor by any action or inaction which any ABL Secured Party, Senior Note Secured Party and/or Junior Note Secured Party may take or fail to take in respect of the Collateral. Notwithstanding any failure by any Collateral Agent to perfect its security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to such Collateral Agent, the priority and rights and interests as between the Liens of the ABL Agent, the Liens of the Senior Secured Parties Note Agent, and all the Liens on of the Junior Collateral securing any Senior Obligations, in each case Note Agent shall be as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.set forth herein. ​

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Secured Debt Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Debt Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Secured Debt Obligations or any other circumstance whatsoever, the Revolving Credit Agent, on behalf of itself and/or the Revolving Credit Claimholders, the Collateral Trustee and each Junior Secured Party Debt Representative, for itself on behalf of the respective Secured Debt Claimholders hereby each agrees that that: (a) any Lien of the Revolving Credit Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Agent or any Senior Secured Party Revolving Credit Claimholder or any agent or trustee therefortherefore, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Revolving Credit Collateral securing any Junior Lien Secured Debt Obligations, ; and (b) any Lien of the Collateral Trustee or any Secured Debt Representative on the Junior Shared Collateral securing any Junior Lien Obligations or the Separate Collateral, whether now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the Collateral Trustee or any other Secured Debt Representative, any Secured Debt Claimholder or any agent or trustee therefore) therefore regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Shared Collateral securing or Separate Collateral which may secure any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral or any Senior Lien, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether provisions of any Senior Secured Party or Junior Secured Party holds possession of all Collateral Document or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations other Credit Document or any other circumstance whatsoever, each the Junior Agent, for itself and on behalf of the other Junior Secured Party Parties, hereby agrees that (a) any Senior Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects and prior to any Lien on the and all Junior Collateral securing any Junior Lien Obligations, Liens and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Secured Party shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Junior Liens for all purposes, whether or not any Senior Liens are subordinated in any respect to any other Lien securing any other obligation of any Credit Party, any other Grantor or any other Person. Without limiting the rights generality of the foregoing, Junior Agent, for itself and interests on behalf of the other Junior Secured Parties, acknowledges that the relative priorities of the respective Senior Liens are set forth in the GE Capital/Xxxxxxx Intercreditor Agreement. Notwithstanding the foregoing, except as specified herein or with respect to Liens that would constitute a “Permitted Encumbrance” under the Term A Credit Documents or a “Permitted Encumbrance” under the Revolver Credit Documents and obligations of the applicable Grantor with respect to such Lien, each Senior Secured Party agrees not to enter into any agreement with another creditor of any Grantor to subordinate the Liens in any Collateral under the Senior Credit Documents to the Lien of such other creditor in the Collateral, or to subordinate the right of the Senior Secured Parties and all Liens on to the Junior Collateral securing payment of the Senior Obligations to the payment of the indebtedness or claim of any Senior Obligationsother creditor of any Grantor, in each case as provided in this Agreement and (y) equal and ratable in all respects with without the rights and interests prior written consent of all other Junior Secured PartiesAgent.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Loan Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Term Loan Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders hereby agree that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Primary Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior Revolving Credit Primary Collateral securing any Junior Lien Term Loan Obligations, ; and (b) any Lien of the Term Loan Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Term Loan Primary Collateral, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Junior Lender or Junior Lien Representative (Term Loan Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Loan Primary Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens in the Collateral securing the Senior Obligations Loan Document Debt or Junior of any Liens in the Collateral securing the Txxxxxx Debt – including, in each case, notwithstanding whether any such Lien Obligations is granted on (or secures Txxxxxx Debt or Loan Document Debt relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding – and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Txxxxxx Debt, or any other circumstance whatsoever, each Junior Secured Party agrees that Txxxxxx and Agent hereby agree that: (a) any Lien on with respect to the Junior Collateral securing any Senior Obligations Txxxxxx Debt, whether such Lien is now or hereafter held by or on behalf of any Senior Secured Party of, or created for the benefit of, Txxxxxx or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior Collateral securing any Junior Lien Obligations, Loan Document Debt; and (b) any Lien on with respect to the Junior Collateral securing any Junior Loan Document Debt, whether such Lien Obligations is now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Agent or any other Loan Document Claimholder or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be (x) junior and subordinate in all respects to any Lien with respect to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured PartiesTxxxxxx Debt.

Relative Priorities. Notwithstanding Irrespective of the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations or Junior the Senior Secured Notes Obligations (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations granted on relating to the Junior Collateral period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of the any UCC, or any other applicable Law law, or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Notes Documents or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior ABL Obligations or the Junior Lien Senior Secured Notes Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of each Junior of the ABL Claimholders, and the Senior Secured Party Notes Agent, on behalf of each of the Senior Secured Notes Claimholders, each hereby agrees that that: (a) any Lien of the ABL Agent on the Junior ABL Priority Collateral securing any Senior Obligations ABL Obligations, whether such Lien is now or hereafter held by or on behalf of any Senior Secured Party of, or created for the benefit of, the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Priority Collateral securing any Junior Lien Senior Secured Notes Obligations, ; and (b) any Lien of the Senior Secured Notes Agent on the Junior Senior Secured Notes Priority Collateral securing any Junior Senior Secured Notes Obligations, whether such Lien Obligations is now or hereafter held by or on behalf of, or created for the benefit of, the Senior Secured Notes Agent, any Junior Lender or Junior Lien Representative (other Senior Secured Notes Claimholder or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Senior Secured Notes Priority Collateral securing any Senior ABL Obligations, . The priority and subordination provisions set forth in each case as provided in this Agreement clauses (a) and (yb) equal and ratable in above with respect to the Liens on the Collateral securing all respects with or any portion of the rights and interests ABL Priority Collateral or Senior Secured Notes Priority Collateral are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of all any Grantor or any other Junior Secured PartiesPerson.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral and notwithstanding any provision of the UCC, or any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that (a) any Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Note Lien Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Note Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Note Lien Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, the Note Lien Collateral Agent, and each Junior Secured Party Note Lien Representative, for itself on behalf of the respective Note Lien Claimholders hereby each agrees that that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Revolving Credit Collateral securing any Junior Note Lien Obligations, ; and (b) any Lien of the Note Lien Collateral Agent or any Note Lien Representative on the Junior Collateral securing any Junior Note Lien Obligations Collateral, whether now or hereafter held by or on behalf of the Note Lien Collateral Agent, any Junior Lender or Junior Note Lien Representative (Representative, any Note Lien Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Note Lien Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Loan Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Revolving Credit Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Term Loan Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders hereby agree that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations Revolving Credit Primary Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior Revolving Credit Primary, Collateral securing any Junior Lien Term Loan Obligations, ; and (b) any Lien of the Term Loan Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Term Loan Primary Collateral, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Junior Lender or Junior Lien Representative (Term Loan Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of lawlaw (pursuant to a judgment or otherwise), subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Term Loan Primary Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Fixed Asset Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, the PPSA or any other applicable Law law or the Senior Loan Revolving Credit Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Fixed Asset Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, on behalf of itself and the Fixed Asset Claimholders, hereby each Junior Secured Party agrees that that: (a) any Lien of the Revolving Credit Collateral Agent on the Junior Collateral securing any Senior Obligations ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Collateral securing any Junior Lien Fixed Asset Obligations, ; and (b) any Lien of the Fixed Asset Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Fixed Asset Priority Collateral, whether now or hereafter held by or on behalf of the Fixed Asset Collateral Agent, any Junior Lender or Junior Lien Representative (Fixed Asset Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Priority Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing granted to ABL Agent or the Senior Obligations other ABL Secured Parties or Junior Lien Obligations granted on Term Loan Agent or the Junior Collateral other Term Loan Secured Parties and notwithstanding any provision of the UCC, or any other applicable Law law or any provisions of the Senior Loan ABL Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Documents or any defect or deficiencies in, or failure to grant or perfect, or avoidance as a fraudulent conveyance or otherwise of, the any Liens securing the Senior Obligations or the Junior Lien Obligations failure of such Liens to attach or any other circumstance whatsoever, each Junior Term Loan Agent, on behalf of itself and the other Term Loan Secured Party agrees that Parties, and ABL Agent, on behalf of itself and the other ABL Secured Parties, hereby agree that: (ai) Subject to clauses (iii) and (v), any Lien on the Junior ABL Priority Collateral securing any Senior Obligations the ABL Debt now or hereafter held by or for the benefit or on behalf of any Senior ABL Secured Party or any agent or trustee therefortherefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the ABL Priority Collateral securing the Term Loan Debt or the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Term Loan Debt or the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possessionstatute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the ABL Priority Collateral securing any ABL Debt; (ii) Subject to clauses (iv) and (vi), any Lien on the Term Loan Priority Collateral securing the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Term Loan Priority Collateral securing the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt or the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Debt; (iii) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be junior and subordinate in right, priority, operation, effect and in all other respects to any Lien on the ABL Priority Collateral securing Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the ABL Priority Collateral securing any Excess ABL Debt; (iv) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be junior and prior subordinate in right, priority, operation, effect and in all other respects to any Lien on the Junior Term Loan Priority Collateral securing any Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations ABL Debt now or hereafter held by or for the benefit or on behalf of any Junior Lender or Junior Lien Representative (ABL Secured Party or any other agent or trustee therefore) therefor and any Lien on the Term Loan Priority Collateral securing any of the ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Term Loan Priority Collateral securing any Excess Term Loan Debt; (xv) any Lien on the ABL Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the ABL Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor and any Lien on the ABL Priority Collateral securing any of the Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior ABL Priority Collateral securing any Senior ObligationsExcess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor; and (vi) any Lien on the Term Loan Priority Collateral securing Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in each case as provided in this Agreement all other respects to any Lien on the Term Loan Priority Collateral securing Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor and (y) equal any Lien on the Term Loan Priority Collateral securing any of the Excess ABL Debt now or hereafter held by or for the benefit or on behalf of any ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and ratable subordinate in all respects with to all Liens on the rights Term Loan Priority Collateral securing any Excess Term Loan Debt now or hereafter held by or for the benefit or on behalf of any Term Loan Secured Party or any agent or trustee therefor. (b) As between ABL Secured Parties and interests of all other Junior Term Loan Secured Parties, the terms of this Agreement, including the priorities set forth above, shall govern even if part or all of the ABL Debt or Term Loan Debt or the Liens securing payment and performance thereof are not perfected or are subordinated, avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Relative Priorities. a. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral securing Senior Indebtedness, on one hand, or any Lien on the Collateral securing Subordinated Indebtedness (including any Liens on assets or property prohibited by or in violation of the Note Agreement), on the other hand, and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents or the Junior Lien Documents, or whether provisions of any Senior Secured Party or Junior Secured Party holds possession of all security document or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations other Financing Document or any other circumstance whatsoever, and notwithstanding any failure of the Senior Lenders to adequately perfect their Liens in the Collateral, the subordination of any Lien on the Collateral securing any Senior Indebtedness to any Lien securing any other obligation of any Obligor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any Senior Indebtedness, each Junior Secured Subordinated Debt Party hereby agrees that that, so long as the Discharge of Senior Indebtedness has not occurred, (a) any such Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Secured Party Lender which now or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, hereafter secures Senior Indebtedness shall be senior in right, priority, operation, effect and all other respects and prior to any Lien on and all such Liens now or hereafter held by or for the Junior Collateral securing benefit of any Junior Lien ObligationsSubordinated Debt Party which now or hereafter secure Subordinated Indebtedness, (b) any such Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Junior Lender Subordinated Debt Party which now or Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, hereafter secures Subordinated Indebtedness shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the rights benefit of any Senior Lender which now or hereafter secures Senior Indebtedness, and interests (c) any and all such Liens now or hereafter held by or for the benefit of any Senior Lender which now or hereafter secure Senior Indebtedness shall be and remain senior in right, priority, operation, effect and all other respects to any and all such Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secures Subordinated Indebtedness for all purposes, whether or not any such Liens are subordinated in any respect to any other Lien securing any other obligation of any Obligor or any other Person. b. Each Subordinated Debt Party acknowledges that the terms of the Senior Secured Parties Indebtedness may be modified, extended or amended from time to time, and all Liens on that the Junior Collateral securing any aggregate amount of the Senior ObligationsIndebtedness may be increased, replaced or Refinanced, in each case as event, without notice to or consent by any Subordinated Debt Party and without affecting the provisions hereof. The lien priorities provided in this Agreement and (y) equal and ratable in all respects with Section shall not be altered or otherwise affected by any amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the rights and interests of all other Junior Secured PartiesSenior Indebtedness or the Subordinated Indebtedness, or any portion thereof.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, perfection, enforcement, execution, or perfection delivery of any Liens securing the Junior Lien Obligations granted with respect to the Collateral (if anyincluding, in each case, irrespective of whether any such Lien is granted, or secures Junior Lien Obligations relating to the period, before or after the commencement of any Insolvency Proceeding) or of any Liens securing the Senior Obligations or Junior Lien Obligations granted on with respect to the Junior Collateral (including, in each case, irrespective of whether any such Lien is granted, or secures Senior Lien Obligations relating to the period, before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law or the Senior Loan Documents law or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Documents or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Senior Agent, Junior Secured Party agrees that Agent and, by virtue of accepting the Junior Notes, the Junior Claimholders, hereby agree that: (a) any Lien on with respect to the Junior Collateral securing any Senior Lien Obligations now or hereafter held by or on behalf of of, or created for the benefit of, Senior Agent or any Senior Secured Party Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefore shall be senior in all respects and prior to any Lien on with respect to the Junior Collateral securing any Junior Lien Obligations, ; and (b) any Lien on with respect to the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Junior Agent, any Junior Lender or Junior Lien Representative (Claimholders or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, therefor shall be (x) junior and subordinate in all respects to all Liens with respect to the rights Collateral securing any Senior Lien Obligations; All Liens with respect to the Collateral securing any Senior Lien Obligations shall be and interests remain senior in all respects and prior to all Liens with respect to the Collateral securing any Junior Lien Obligations, for all purposes, whether or not such Liens securing any Senior Lien Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other person. The Junior Agent and, by virtue of accepting the Junior Notes, the Junior Claimholders, expressly agree that any Lien purported to be granted on any Collateral as security for the Senior Secured Parties Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Junior Collateral securing any Senior ObligationsJunior Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance, legally or otherwise deficient in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Partiesany manner, is avoided or is equitably subordinated.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCCUniform Commercial Code, or any other applicable Law law or the Senior First Lien Loan Documents or the Junior Second Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Loan Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior First Lien Obligations or the Junior Second Lien Obligations or any other circumstance whatsoever, each Junior Secured Party agrees the parties hereby agree that all Liens in any Collateral granted to any party by Grantors shall be equal in priority between the beneficiaries of the First Lien Collateral Documents and the beneficiaries of the Second Lien Collateral Documents, and beneficiaries thereof shall participate in the Collateral ratably and pari passu as further described in Section 4.1 below, in all proceeds of any foreclosure sale or other action upon exercise of remedies by First Lien Collateral Agent to enforce the liens. Rights to exercise remedies, to initiate foreclosure or insolvency proceedings, or take other action to enforce any liens or foreclose on any collateral shall be subject to Section 3.1 below. The foregoing is agreed with respect to: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior First Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Creditor, any Junior Lender or Junior Second Lien Representative (Secured Parties or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations or any other circumstance whatsoever, each Junior Secured Party the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that that: (ai) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of of, or created for the benefit of, the First Lien Collateral Agent or any Senior Secured Party First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (bii) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by any Junior Lender or Junior on behalf of, or created for the benefit of, the Second Lien Representative (Collateral Agent or any other Second Lien Claimholders or any agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Borrower, any, other Junior Secured PartiesLoan Party or any other person.

Relative Priorities. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted or Senior Lien on the Junior Collateral and notwithstanding any Common Collateral, (b) any provision of the UCC, UCC or any other applicable Law law or of the Revolving Credit Documents or the Senior Loan Documents or the Junior Lien Notes Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or (c) any defect or deficiencies deficiency in, or failure to perfect, any Senior Lien or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (d) any other circumstance whatsoever, each Junior Agent, on behalf of itself and its Related Secured Party Parties, hereby agrees that that: (a) any Senior Lien on the Junior any Common Collateral securing any Senior Obligations now or hereafter held by or on behalf of the Senior Agent or any Senior Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Junior Liens on the Junior Collateral securing any Junior Lien Obligations, such Common Collateral; and (b) any Junior Lien on the Junior any Common Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Junior Agent or any Junior Lender or Junior Lien Representative (Secured Party or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate subordinated in all respects to the rights all Senior Liens on such Common Collateral. Any and interests of all foreclosure Proceeds relating to any Common Collateral shall be distributed (A) first, to the Senior Secured Parties and all Liens on the Junior Collateral securing any with respect thereto, (B) second, after Discharge of Senior Obligations, in each case as provided in this Agreement to the Junior Secured Parties with respect thereto, and (yC) equal and ratable in all respects with the rights and interests third, after Discharge of all Obligations, to the applicable Grantor. Notwithstanding the foregoing or anything else to the contrary set forth herein or in any Senior Notes Document or Revolving Credit Document, no Lien on Common Collateral, insofar as such Lien secures any fees, or any amounts payable on account of indemnification or reimbursement of expenses, owed to the Senior Notes Agent, in its capacity as such, or to the Revolving Credit Agent, in its capacity as such, shall be junior and subordinated pursuant to the foregoing provisions to any other Junior Secured PartiesLien on any Common Collateral.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing granted to First Lien Agent or the Senior Obligations First Lien Secured Parties or any Junior Lien Obligations granted on the Collateral Agent or any Junior Collateral Lien Secured Party and notwithstanding any provision of the UCC, or any other applicable Law law or any provisions of the Senior Loan First Lien Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Documents or any other circumstance whatsoever: a. Each Junior Lien Collateral Agent, each for itself and on behalf of the other Junior Lien Secured Party Parties for whom it is acting as agent, hereby agrees that that: (aA) any Lien on the Junior Collateral securing any Senior Obligations the First Lien Debt now or hereafter held by or for the benefit or on behalf of any Senior First Lien Secured Party or any agent or trustee therefor shall be senior in right, priority, operation, effect and in all other respects to any Lien on the Collateral securing the Junior Lien Debt now or hereafter held by or for the benefit or on behalf of any Junior Lien Secured Party or any agent or trustee therefor, ; and (B) any Lien on the Collateral securing any of the Junior Lien Debt now or hereafter held by or for the benefit or on behalf of any Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Debt. b. All Liens on the Collateral securing any First Lien Debt shall be and remain senior in all respects and prior to any Lien all Liens on the Junior Collateral securing any Junior Lien ObligationsDebt for all purposes, (b) whether or not such Liens securing any First Lien Debt are subordinated to any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by other obligation of any Junior Lender or Junior Lien Representative (Grantor or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured PartiesPerson.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral or of any Liens securing the 2024 First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior Second Lien Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfectperfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations 2024 First Lien Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Junior Lien Obligations Company or any other circumstance whatsoeverGrantor, the Second Lien Collateral Agent, for itself and on behalf of each Junior Secured Party other Second Lien Claimholder, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior 2024 First Lien Obligations now or hereafter held by or on behalf of the 2024 First Lien Collateral Agent or any Senior Secured Party 2024 First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior Second Lien Representative (Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior 2024 First Lien Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens in the NGWI Equity Interests securing the Senior Obligations Xxxxxx Debt or Junior of any Liens in the NGWI Equity Interests securing the First Lien Obligations Debt – including, in each case, notwithstanding whether any such Lien is granted on (or secures First Lien Debt or Xxxxxx Debt relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding – and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Loan Xxxxxx Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior First Lien Obligations Debt, or any other circumstance whatsoever, each Junior Secured Party agrees that First Lien Agent and Xxxxxx hereby agree that: (a) any Lien on with respect to the Junior Collateral NGWI Equity Interests securing any Senior Obligations First Lien Debt, whether such Lien is now or hereafter held by or on behalf of of, or created for the benefit of, First Lien Agent or any Senior Secured Party other First Lien Claimholder or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior Collateral NGWI Equity Interests securing any Junior Lien Obligations, Xxxxxx Debt; and (b) any Lien on with respect to the Junior Collateral NGWI Equity Interests securing any Junior Xxxxxx Debt, whether such Lien Obligations is now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Xxxxxx or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation subrogation, or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior Collateral NGWI Equity Interests securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured PartiesFirst Lien Debt.

Relative Priorities. Notwithstanding (a) the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Parity Junior Lien Obligations granted on or any Priority Lien, (b) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor the Priority Lien Collateral Agent (or any Priority Lien Secured Party) or the Parity Junior Lien Collateral and notwithstanding Agent (or any Parity Junior Lien Secured Party), or (c) any provision of the UCC, UCC or any other applicable Law law or the Senior Loan Documents provisions of any Credit Document, any alleged or the Junior Lien Documents, actual defect or whether deficiency in any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations foregoing or any other circumstance whatsoever, each the Parity Junior Lien Collateral Agent, for itself and on behalf of the other Parity Junior Lien Secured Party Parties, hereby agrees that that, so long as the Discharge of Priority Lien Obligations has not occurred, (ai) any Priority Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Priority Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation, effect and all other respects and prior to any Lien on the and all Parity Junior Collateral securing Liens and (ii) any Parity Junior Lien Obligations, (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Junior Lender or Parity Junior Lien Representative (or any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Secured Party shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to the rights any and interests all Priority Liens. The Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Parity Junior Liens for all purposes, whether or not any Priority Liens are subordinated in any respect to any other Lien securing any other obligation of any Grantor or any other person and irrespective of the Senior Secured Parties date, time, method, manner or order of grant, attachment or perfection of any such Liens and all security interests and whether or not the Priority Liens on the Junior Collateral securing any Senior Obligationsare valid, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Partiesperfected or enforceable.

Relative Priorities. Notwithstanding (i) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior ABL Obligations or Junior Lien the Notes Obligations granted on the Junior TL Priority Collateral or of any Liens securing the Term Obligations granted on the TL Priority Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of any Collateral Agent or any Secured Party on the TL Priority Collateral, (iii) the date on which any ABL Obligations, Term Obligations or Notes Obligations is extended, (iv) any provision of the UCC, UCC or any other applicable Law law, including any rule for determining priority thereunder or under any other law or rule governing the Senior Loan Documents relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any ABL Document, any Term Document or any Notes Document (other than this Agreement), (vi) the Junior Lien Documents, possession or whether control by any Senior Collateral Agent or any Secured Party or Junior Secured Party holds possession any bailee of all or any part of any TL Priority Collateral as of the Junior Collateraldate hereof or otherwise, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or (vii) any other circumstance whatsoever, each Junior the ABL Collateral Agent, on behalf of itself and the ABL Secured Party agrees that (a) Parties, and the Notes Collateral Agent, on behalf of itself and the Notes Secured Parties hereby agree that: any Lien on the Junior TL Priority Collateral securing any Senior Term Obligations now or hereafter held by or on behalf of the Term Collateral Agent or any Senior Term Secured Party Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to (x) any Lien on the TL Priority Collateral securing any of the ABL Obligations and (y) any Lien on the TL Priority Collateral securing any of the Notes Obligations; any Lien on the TL Priority Collateral now or hereafter held by or on behalf of the ABL Collateral Agent, any ABL Secured Parties, the Notes Collateral Agent, any Notes Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the TL Priority Collateral securing any Term Obligations; any Lien on the TL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Collateral Agent or any ABL Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior TL Priority Collateral securing any Junior Lien of the Notes Obligations, (b) ; and any Lien on the Junior TL Priority Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Notes Collateral Agent, any Junior Lender or Junior Lien Representative (Notes Secured Party or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior TL Priority Collateral securing any Senior ABL Obligations, . All Liens on the TL Priority Collateral securing any Term Obligations shall be and remain senior in each case as provided in this Agreement all respects and prior to all Liens on the TL Priority Collateral securing (x) any ABL Obligations and (y) equal any Notes Obligations for all purposes, whether or not such Liens securing any Term Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. All Liens on the TL Priority Collateral securing any ABL Obligations shall be and ratable shall remain senior in all respects with and prior to all Liens on the rights and interests TL Priority Collateral securing any Notes Obligations for all purposes, whether or not such Liens securing any ABL Obligations are subordinated to any Lien securing any other obligation of all the Company, any other Junior Secured PartiesGrantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing or purporting to secure the Senior Obligations or Junior Lien Notes Obligations granted on the Junior Collateral or of any Liens securing or purporting to secure the ABL Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Loan ABL Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Notes Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing or purporting to secure the Senior ABL Obligations or the Junior Lien Notes Obligations or any other circumstance whatsoever, the ABL Administrative Agent, on behalf of itself and the ABL Claimholders, and each Junior Secured Party Notes Collateral Agent, on behalf of itself and the applicable Notes Claimholders, hereby each agrees that that: (a) any Lien of the ABL Administrative Agent on the Junior Collateral securing any Senior Obligations ABL Priority Collateral, whether now or hereafter held by or on behalf of the ABL Administrative Agent, or any Senior Secured Party ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien all Liens on the Junior ABL Priority Collateral securing or purporting to secure any Junior Lien Notes Obligations, ; and (b) any Lien of any Notes Collateral Agent on the Junior Collateral securing any Junior Lien Obligations Notes Priority Collateral, whether now or hereafter held by or on behalf of such Notes Collateral Agent, any Junior Lender or Junior Lien Representative (Notes Claimholder or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Notes Priority Collateral securing or purporting to secure any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing Lien granted to the Senior Obligations Revolving Facility Collateral Agent or Junior Lien Obligations granted the Revolving Facility Secured Parties on the Junior Collateral or of any Lien granted to the Term Facility Collateral Agent or the Term Facility Secured Parties on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law laws or decision or the Senior Loan Revolving Facility Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Term Facility Documents or any other circumstance whatsoeverwhatsoever (including, without limitation, any non-perfection of any Lien securing or purporting to secure the Revolving Facility Obligations or the Term Facility Obligations), each Junior Obligations Secured Party (by its acceptance of the benefits of the Junior Documents) agrees that that: (a) any Senior Lien on the Junior Collateral securing any the Senior Obligations now or hereafter held by or on behalf for the benefit of any the Senior Obligations Secured Party or any agent or trustee thereforParties, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Junior Lien on such Collateral securing the Junior Collateral securing any Junior Lien Obligations, ; and (b) any Junior Lien on the Junior Collateral securing any the Junior Lien Obligations now or hereafter held by any or for the benefit of the Junior Lender or Junior Lien Representative (or any other agent or trustee therefore) Obligations Secured Parties, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of all Senior Liens on such Collateral securing the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Secured Obligations granted on the Junior Collateral or of any Liens securing the ABL Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable Law law or the Senior ABL Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Debt Documents or any defect or deficiencies in, or failure to perfect, or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, or the subordination (by equitable subordination or otherwise) of, the Liens securing the Senior ABL Obligations or the Junior Lien Secured Obligations or any other circumstance whatsoever, the ABL Agent, on behalf of itself and/or the ABL Claimholders, the Collateral Trustee and each Junior Secured Party Debt Representative, for itself on behalf of the respective Secured Debt Claimholders hereby each agrees that that: (a) any Lien of the ABL Agent on the Junior Collateral securing any Senior Obligations ABL Collateral, whether now or hereafter held by or on behalf of the ABL Agent or any Senior Secured Party ABL Claimholder or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior ABL Collateral securing any Junior Lien Secured Obligations, ; and (b) any Lien of the Collateral Trustee or any Secured Debt Representative on the Junior Collateral securing any Junior Lien Obligations Shared Collateral, whether now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of the Collateral Trustee or any other Secured Debt Representative, any Secured Debt Claimholder or any agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate senior in all respects and prior to the rights and interests of the Senior Secured Parties and all any Liens on the Junior Shared Collateral securing which may secure any Senior ABL Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment attachment, or perfection (if any) of any Liens securing (or purportedly securing) the Senior Revolving Obligations with respect to the Collateral or Junior of any Liens securing (or purportedly securing) the Term Loan Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations granted on relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC, UCC or any other applicable Law law or the Senior Revolving Loan Documents or the Junior Lien Term Loan Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateralas applicable, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing (or purportedly securing) any of the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that Term Loan Agent, on behalf of itself and the Term Loan Claimholders, and Revolving Agent , on behalf of itself and the Revolving Claimholders, hereby agree that: (a) any Lien on with respect to the Junior Revolving Priority Collateral securing any Senior Revolving Obligations now or hereafter held by or on behalf of of, or created for the benefit of, Revolving Agent or any Senior Secured Party Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on with respect to the Junior Revolving Priority Collateral securing any Junior Lien Term Loan Obligations, ; (b) any Lien on with respect to the Junior Term Priority Collateral securing any Junior Lien Term Loan Obligations now or hereafter held by any Junior Lender or Junior Lien Representative (on behalf of, or created for the benefit of, Term Loan Agent or any other Term Loan Claimholders or any agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Term Priority Collateral securing any Revolving Obligations; (xc) any Lien with respect to the Revolving Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of, or created for the benefit of, Term Loan Agent, any Term Loan Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior Revolving Priority Collateral securing any Senior Revolving Obligations; and (d) any Lien with respect to the Term Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, Revolving Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in each case as all respects to all Liens with respect to the Term Priority Collateral securing any Term Loan Obligations. The subordination of Liens provided for in this Agreement shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction, as a result of any action taken by Term Loan Agent or Revolving Agent or any other Claimholder, as applicable, or any failure by such Person to take any action, with respect to any financing statement (y) equal and ratable in all respects with the rights and interests of all including any amendment to or continuation thereof), mortgage or other Junior Secured Partiesperfection document.

Relative Priorities. Notwithstanding the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Obligations granted on the Junior Collateral or any Senior Lien, and notwithstanding any provision of the UCC, UCC or any other applicable Law or law, the Senior Loan Documents or the Junior Lien Documents, or whether provisions of any Senior Secured Party or Junior Secured Party holds possession of all Security Document or any part of the Junior Collateralother Debt Document, or any defect or deficiencies in, deficiency or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, alleged deficiency in any of the Liens securing the Senior Obligations or the Junior Lien Obligations foregoing or any other circumstance whatsoever, each Junior Representative, for itself and on behalf of its respective Secured Party Parties, hereby agrees that that, until the Senior Priority Discharge Date, (a) any Senior Lien on the Junior Collateral securing any Senior Obligations now or hereafter held by or on behalf for the benefit of any Senior Revolving Facility Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, perfection, operation, effect and all other respects and prior to any Lien on and all Junior Liens now or hereafter held by or for the Junior Collateral securing benefit of any Junior Lien ObligationsNoteholder Secured Party, (b) any Senior Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or for the benefit of any Noteholder Secured Party shall be senior in right, priority, perfection, operation, effect and all other respects to any and all Junior Liens now or hereafter held by or for the benefit of any Revolving Facility Secured Party, (c) any Junior Lender Lien now or Junior Lien Representative (hereafter held by or for the benefit of any other agent or trustee therefore) regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, Noteholder Secured Party shall be (x) junior and subordinate in right, priority, operation, effect and all other respects to the rights and interests of the Senior Secured Parties any and all Senior Liens on now or hereafter held by or for the benefit of any Revolving Facility Secured Party, and (d) any Junior Collateral securing Lien now or hereafter held by or for the benefit of any Revolving Facility Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior ObligationsLiens now or hereafter held by or for the benefit of any Noteholder Secured Party, in each case as provided case, on the terms set forth herein. Until the Senior Priority Discharge Date, the Senior Liens shall be and remain senior in this Agreement right, priority, operation, effect and (y) equal and ratable in all respects with the rights and interests of all other respects to any Junior Secured PartiesLiens for all purposes, in each case, on the terms set forth herein, whether or not any Senior Liens are subordinated in any respect to any other Lien securing any other obligation of Holdings, any other Grantor or any other Person and whether or not any such Senior Liens are voided, avoided, invalidated, lapsed or unperfected.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Second Lien Obligations granted on the Junior Collateral, or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, UCC or any other applicable Law law or the Senior provisions of any Loan Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all Document (other than this Agreement) or any part of the Junior Collateral, or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations Collateral Document or any other circumstance whatsoever, each Junior the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Party Parties, hereby agrees that that: (a) any Lien on the Junior Collateral securing any Senior First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent or any Senior other First Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Junior Collateral securing any Junior Second Lien Obligations, ; and (b) any Lien on the Junior Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any Junior Lender or Junior other Second Lien Representative (Secured Party or any other agent or trustee therefore) therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Collateral securing any Senior First Lien Obligations, in each case as provided in this Agreement . All Liens on the Collateral securing any First Lien Obligations shall be and (y) equal and ratable remain senior in all respects with and prior to all Liens on the rights and interests Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of all the Borrower, any other Junior Secured PartiesGrantor or any other person.

Relative Priorities. Notwithstanding the date, time, method, manner manner, or order of grant, attachment at- tachment, or perfection (if any) of any Liens securing (or purportedly securing) the Senior ABL Revolving Obligations with respect to the Collateral or Junior of any Liens securing (or purportedly securing) the Term Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations granted on relating to the Junior Collateral period) before or after the commencement of any Insolvency Proceed- ing) and notwithstanding any contrary provision of the UCC, the PPSA or any other applicable Law law or the Senior ABL Revolving Loan Documents or the Junior Lien Term Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateralas applicable, or any defect or deficiencies in, or failure to attach or perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing (or purportedly securing) any of the Senior Obligations or the Junior Lien Obligations Obligations, or any other circumstance whatsoever, each Junior Secured Party agrees that : (a) any Lien on with respect to the Junior ABL Revolving Priority Collateral securing any Senior ABL Revolving Obligations now or hereafter held by or on behalf of of, or created for the benefit of, the ABL Revolving Collateral Agent or any Senior Secured Party ABL Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, opera- tion of law, subrogation or otherwise, shall, until the Discharge of ABL Revolving Obligations has occurred, be senior in all respects and prior to any Lien with respect to the ABL Revolving Priority Collateral securing any Term Obligations; (b) any Lien with respect to the Notes Priority Collateral securing any Term Obliga- tions now or hereafter held by or on behalf of, or created for the benefit of, each Term Agent or any Term Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall, until the Discharge of Term Obligations has occurred, be senior in all respects and prior to any Lien with respect to the Notes Priority Collateral securing any ABL Revolving Obligations; (c) any Lien with respect to the ABL Revolving Priority Collateral securing any Term Obligations now or hereafter held by or on behalf of, or created for the benefit of, each Term Agent, any Term Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects and prior to any Lien on all Liens with respect to the Junior ABL Revolving Priority Collateral securing any Junior Lien ABL Revolving Obligations, ; and (bd) any Lien on with respect to the Junior Notes Priority Collateral securing any Junior Lien ABL Revolv- ing Obligations now or hereafter held by or on behalf of, or created for the benefit of, the ABL Revolving Collateral Agent, any Junior Lender or Junior Lien Representative (ABL Revolving Claimholders or any other agent or trustee therefore) therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation sub- rogation or otherwise, shall be (x) junior and subordinate in all respects to the rights and interests of the Senior Secured Parties and all Liens on with respect to the Junior Notes Priority Collateral securing any Senior Term Obligations, in each case as . The subordination of Liens provided for in this Agreement shall continue to be effective with re- spect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction or otherwise, and whether as a result of any action taken by any Term Agent or the ABL Revolving Collateral Agent, as applicable, or any failure by such Person to take any action with respect to any financing statement (y) equal and ratable in- cluding any amendment to or continuation thereof), mortgage or other perfection document, or otherwise. Notwithstanding anything in all respects with this Section 2.1 to the rights and interests contrary, no Term Agent or ABL Revolving Collateral Agent shall have any obligation to ensure or enforce the priority of all other Junior Secured Partiesliens described herein.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or Junior Lien Term Loan Obligations granted on the Junior Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of the any UCC, or any other applicable Law law or the Senior Loan Revolving Credit Facility Credit Documents or the Junior Lien Documents, or whether any Senior Secured Party or Junior Secured Party holds possession of all or any part of the Junior Collateral, Term Loan Credit Documents or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Revolving Credit Obligations or the Junior Lien Term Loan Obligations or any other circumstance whatsoever, each Junior Secured Party agrees that the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, hereby agree that: (a) any Lien on the Junior Current Asset Collateral securing any Senior Obligations Revolving Credit Obligations, whether now or hereafter held by or on behalf of the Revolving Credit Facility Collateral Agent or any Senior Secured Party Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation and all other respects and prior to any Lien all Liens on the Junior Current Asset Collateral securing any Junior Lien Term Loan Obligations, ; and (b) any Lien on the Junior Fixed Asset Collateral securing any Junior Lien Obligations Term Loan Obligations, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Junior Lender or Junior Lien Representative (Term Loan Claimholders or any other agent or trustee therefore) therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior senior in right, priority, operation and subordinate in all other respects to the rights and interests of the Senior Secured Parties and all Liens on the Junior Fixed Asset Collateral securing any Senior Revolving Credit Obligations, in each case as provided in this Agreement and (y) equal and ratable in all respects with the rights and interests of all other Junior Secured Parties.