Common use of Relative Priorities Clause in Contracts

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Fixed Asset Obligations granted on the Collateral or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of any UCC, or any other applicable law or the Revolving Credit Loan Documents or the Fixed Asset Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees that: (a) any Lien of the Revolving Credit Collateral Agent on the ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any 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 all Liens on the ABL Collateral securing any Fixed Asset Obligations; and (b) any Lien of any Fixed Asset Collateral Agent on the Fixed Asset Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Fixed Asset 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 to all Liens on the Fixed Asset Collateral securing any Revolving Credit Obligations.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing Revolving Lien or any Term Lien on any Collateral (including, in each case, irrespective of whether any such Revolving Lien or Term Lien is granted (or secures Obligations relating to the Fixed Asset Obligations granted on period) before or after the Collateral or commencement of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding Insolvency Proceeding), (ii) any contrary provision of any UCC, the UCC or any other applicable law or of the Revolving Credit Loan Documents or the Fixed Asset Documents or Term Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, the Liens securing the any Revolving Credit Obligations Lien or Fixed Asset Obligations any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving Credit Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset its related other Claimholders, hereby each agrees agree that: (aA) any Revolving Lien of the Revolving Credit Collateral Agent on the ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Revolving Credit Claimholders or any agent or trustee thereforPriority Collateral, 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 all Liens any Term Lien on the ABL Collateral securing any Fixed Asset Obligations; andRevolving Priority Collateral; (bB) any Term Lien of on any Fixed Asset Collateral Agent on the Fixed Asset Term Priority Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Fixed Asset Claimholder 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 Revolving Lien on any Term Priority Collateral; (C) any Term Lien on any Revolving Priority Collateral, 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 any Revolving Lien on any Revolving Priority Collateral; and (D) any Revolving Lien on any Term Priority Collateral, 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 any Term Lien on any Term Priority Collateral. (b) The priority and subordination of Liens on provided for in this Agreement (i) shall continue to be effective with respect to any part of the Fixed Asset Collateral from and after the date hereof whether such Liens are avoided or otherwise 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 the Term Collateral Agent or the Revolving Collateral Agent, as applicable, or any failure by any such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any Revolving Credit Obligationsother obligation of the Issuers, any other Grantor or any other Person.

Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Term Liens securing the Fixed Asset Obligations granted on the ABL Collateral or of any Revolving Liens securing the Revolving Credit Obligations granted on the ABL Collateral and notwithstanding any provision of any UCC, the UCC or any other applicable law or the Revolving Credit Loan Term Documents or the Fixed Asset Revolving Documents or any defect or deficiencies in, or failure to perfect, the Revolving Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the Revolving Credit Term Collateral Agent, on behalf of itself and/or and the Term Secured Parties, and the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or and the applicable Fixed Asset ClaimholdersRevolving Secured Parties, hereby each agrees agree that: (a) any Revolving Lien of the Revolving Credit on any ABL Collateral Agent on the ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or Agent, any Revolving Credit Claimholders 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 all Liens any Term Lien on the such ABL Collateral securing any Fixed Asset Obligations; andCollateral; (b) any Term Lien of on any Fixed Asset ABL Collateral Agent on the Fixed Asset Collateral, whether now or hereafter held by or on behalf of such Fixed Asset the Term Collateral Agent, any Fixed Asset Claimholder Term Secured Parties or any agent or trustee therefor therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior junior and subordinate in all respects to all Revolving Liens on such ABL Collateral; and (c) notwithstanding any other provision contained in this Agreement, any Liens on ABL Collateral created by the Fixed Asset Collateral securing any Revolving Documents, insofar as they secure Revolving Credit ObligationsExcess Amounts, shall be junior and subordinate in all respects to the Term Liens on such ABL Collateral.

Relative Priorities. (a) (i) Notwithstanding (A) the date, time, methodmanner, manner order or order method of grant, creation, attachment or perfection of any Liens securing the Fixed Asset ABL Obligations granted on the Collateral Collateral, or of any Liens securing the Revolving Credit Term Loan Obligations granted on the Collateral Collateral, (B) the validity or enforceability (or lack thereof, including without limitation, due to an absence or failure of, or delay (including any Permitted Delay) in, the execution and notwithstanding filing of a mortgage with respect to real property, the execution and delivery of a control agreement, or otherwise obtaining perfection or priority) of the security interests and Liens granted in favor of any Security Agent or any Secured Party on any of the Collateral, (C) the date on which any ABL Obligations or any Term Loan Obligations are incurred or extended, (D) any provision of any UCC, the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the Revolving Credit Loan Documents relative priorities of secured creditors, including with respect to real property or the Fixed Asset Documents fixtures, (E) any provision set forth in any ABL Document or any defect Term Loan Document (in each case, other than this Agreement), (F) the possession or deficiencies incontrol by any Security Agent or any Secured Party or any bailee of all or any part of any Collateral as of the date hereof or otherwise, (G) any failure by any Security Agent or any Secured Party to perfect its security interests in any of the Collateral, or failure to perfect, the Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or (H) any other circumstance whatsoever, the Revolving Credit Collateral each Security Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholdersits respective Secured Parties, hereby each agrees that: (a1) any Lien of the Revolving Credit Collateral Agent on the ABL CollateralTerm Loan Priority Collateral securing any Term Loan Obligations, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Term Loan Security Agent or any Revolving Credit Claimholders Term Loan Secured Parties or any agent or trustee therefor, in each case, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to all Liens any Lien on the ABL Term Loan Priority Collateral securing any Fixed Asset of the ABL Obligations; and; (b2) any Lien of any Fixed Asset Collateral Agent on the Fixed Asset Collateral, whether Term Loan Priority Collateral securing any of the ABL Obligations now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, the ABL Agent or any Fixed Asset Claimholder ABL Secured Parties or any agent or trustee therefor therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Obligations; (3) any Lien on the ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL 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, in each case, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Term Loan Obligations; and (4) any Lien on the ABL Priority Collateral securing any Term Loan Obligations, now or hereafter held by or on behalf of the Term Loan Security Agent or any Term Loan Secured Parties or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, in each case, shall be junior and subordinate in all respects to all Liens on the Fixed Asset ABL Priority Collateral securing any Revolving Credit ABL Obligations.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing ABL Lien or any Term Lien on any Collateral (including, in each case, irrespective of whether any such ABL Lien or Term Lien is granted (or secures Obligations relating to the Fixed Asset Obligations granted on period) before or after the Collateral or commencement of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding Insolvency Proceeding), (ii) any contrary provision of any UCC, the UCC or any other applicable law or of the Revolving Credit ABL Loan Documents or the Fixed Asset Documents or Term Loan Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, the Liens securing the Revolving Credit Obligations any ABL Lien or Fixed Asset Obligations any Term Lien or (iv) any other circumstance whatsoever, each of the Revolving Credit Term Collateral Agent and the ABL Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset its related other Claimholders, hereby each agrees that: (aA) any ABL Lien of the Revolving Credit Collateral Agent on the any ABL Priority Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Revolving Credit 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 all Liens any Term Lien on the any ABL Collateral securing any Fixed Asset Obligations; andPriority Collateral; (bB) any Term Lien of on any Fixed Asset Collateral Agent on the Fixed Asset Term Priority Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Fixed Asset Claimholder 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 ABL Lien on any Term Priority Collateral; (C) any Term Lien on any ABL Priority Collateral, 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 any ABL Lien on any ABL Priority Collateral; and (D) any ABL Lien on any Term Priority Collateral, 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 any Term Lien on any Term Priority Collateral. (b) The priority and subordination of Liens on provided for in this Agreement (i) shall continue to be effective with respect to any part of the Fixed Asset 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 the Term Collateral Agent or the ABL Collateral Agent, as applicable, or any failure by any such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any Revolving other obligation of the Borrower, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit ObligationsAgreement, the Term Credit Agreement and each Additional Junior Obligations Agreement and each Additional Pari Passu Obligations Agreement then in effect or as contemplated in Section 6.1).

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing the Revolving Lien or any Fixed Asset Lien on any Collateral (including, in each case, irrespective of whether any such Revolving Lien or Fixed Asset Lien is granted (or secures Obligations granted on relating to the Collateral period) before or after the commencement of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding Insolvency Proceeding), (ii) any contrary provision of any UCC, the UCC or any other applicable law or of the Revolving Credit Loan Documents or the Fixed Asset Documents or Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, the Liens securing the any Revolving Credit Obligations Lien or any Fixed Asset Obligations Lien or (iv) any other circumstance whatsoever, each of the Fixed Asset Collateral Agents and the Revolving Credit Collateral Administrative Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset its related other Claimholders, hereby each agrees agree that: (aA) any Revolving Lien of the Revolving Credit Collateral Agent on the ABL Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Revolving Credit Claimholders or any agent or trustee thereforPriority Collateral, 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 all Liens on the ABL Collateral securing any Fixed Asset Obligations; andLien on any Revolving Priority Collateral; (bB) any Lien of any Fixed Asset Collateral Agent Lien on the Fixed Asset Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Fixed Asset Claimholder or any agent or trustee therefor Priority Collateral, 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 Revolving Lien on any Fixed Asset Priority Collateral; (C) any Fixed Asset Lien on any Revolving Priority Collateral, 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 any Revolving Lien on any Revolving Priority Collateral; and (D) any Revolving Lien on any Fixed Asset Priority Collateral, 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 any Fixed Asset Lien on any Fixed Asset Priority Collateral. (b) The priority and subordination of Liens on provided for in this Agreement (i) 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 or otherwise, and whether as a result of any action taken by the Fixed Asset Collateral Agents or the Revolving Administrative Agent, as applicable, or any failure by any such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person (but, with respect to any voluntary subordination, only to the extent that such subordination is permitted pursuant to the terms of the Revolving Credit ObligationsAgreement, the Indenture and each Additional Junior Obligations Agreement and each Additional Pari Passu Obligations Agreement then in effect or as contemplated in Section 6.1).

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner manner, or order of grant, attachment attachment, or perfection of any Liens securing ABL Lien or any Term Lien on any Collateral (including, in each case, irrespective of whether any such ABL Lien or Term Lien is granted (or secures Obligations relating to the Fixed Asset Obligations granted on period) before or after the Collateral or commencement of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding Insolvency Proceeding), (ii) any contrary provision of any UCC, the UCC or any other applicable law or of the Revolving Credit ABL Loan Documents or the Fixed Asset Documents or Term Loan Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, the Liens securing the Revolving Credit Obligations any ABL Lien or Fixed Asset Obligations any Term Lien or (iv) any other circumstance whatsoever, each of the Revolving Credit Term Collateral Agent and the ABL Collateral Agent, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset its related other Claimholders, hereby each agrees that: (aA) any ABL Lien of the Revolving Credit Collateral Agent on the any ABL Priority Collateral, whether now or hereafter held by or on behalf of the Revolving Credit Collateral Agent or any Revolving Credit 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 all Liens any Term Lien on the any ABL Collateral securing any Fixed Asset Obligations; andPriority Collateral; (bB) any Term Lien of on any Fixed Asset Collateral Agent on the Fixed Asset Term Priority Collateral, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agent, any Fixed Asset Claimholder 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 ABL Lien on any Term Priority Collateral; (C) any Term Lien on any ABL Priority Collateral, 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 any ABL Lien on any ABL Priority Collateral; and (D) any ABL Lien on any Term Priority Collateral, 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 any Term Lien on any Term Priority Collateral. (b) The priority and subordination of Liens on provided for in this Agreement (i) shall continue to be effective with respect to any part of the Fixed Asset 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 the Term Collateral Agent or the ABL Collateral Agent, as applicable, or any failure by any such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any Revolving other obligation of the Company, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit ObligationsAgreement, the Term Credit Agreement and each Additional Junior Obligations Agreement and each Additional Pari Passu Obligations Agreement then in effect or as contemplated in Section 6.1).

Relative Priorities. (a) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens Lien on any Shared Collateral securing the Fixed Asset Obligations granted on the Collateral or any First Lien Obligation, and notwithstanding any applicable Law of any jurisdiction or any Secured Credit Document, or any other circumstance whatsoever (but, in each case, subject to Section 2.01(b)), each Agent, for itself and on behalf of its Related Secured Parties, agrees that Liens on all Shared Collateral securing the Revolving Credit First Lien Obligations granted on the Collateral and notwithstanding shall be of equal priority. (b) Notwithstanding (x) any provision of any UCCSecured Credit Document to the contrary and (y) the date, time, method, manner or order of grant, attachment or perfection of any Lien on any Shared Collateral securing any First Lien Obligation, and notwithstanding any applicable Law of any jurisdiction or any other applicable law or the Revolving Secured Credit Loan Documents or the Fixed Asset Documents or any defect or deficiencies inDocument, or failure to perfect, the Liens securing the Revolving Credit Obligations or Fixed Asset Obligations or any other circumstance whatsoever, the Revolving Credit Collateral AgentProceeds, on behalf of itself and/or the Revolving Credit Claimholders, and each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby each agrees thatshall be applied as follows: (ai) FIRST, to payment of all amounts owing to the Common Collateral Agent (in its capacity as such) pursuant to the terms of this Agreement or any Secured Credit Documents or Security Documents; (ii) SECOND, to the payment of all amounts owing to the Credit Agreement Agent (in its capacity as such) for the payment in full of all Credit Agreement Obligations (including any post-petition interest with respect thereto, whether or not allowable in any Insolvency Proceeding) and the termination of any commitments thereunder; (iii) THIRD, to the payment of all amounts owing to the Senior Secured Notes Trustee (in its capacity as such) and each Additional Agent (in its capacity as such) pursuant to the terms of any document related to the Senior Secured Notes Obligations or Additional First Lien Obligations (as the case may be), and to the payment in full of all other First Lien Obligations of each Class on such Shared Collateral at the time due and payable (the amounts so applied to be distributed, as among such Classes of First Lien Obligations, ratably in accordance with the amounts of the Revolving Credit Collateral Agent First Lien Obligations of each such Class on the ABL Collateraldate of such application); provided that amounts applied under this clause THIRD during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and payable in full, whether now or hereafter held by or on behalf and any amounts allocated to the payment of the Revolving Credit Collateral Agent or any Revolving Credit Claimholders or any agent or trustee therefor, regardless First Lien Obligations of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, such Class that are not yet due and payable shall be senior transferred to, and held by, the Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have become due and payable in all respects and prior full (at which time such amounts shall be applied to all Liens on the ABL Collateral securing any Fixed Asset Obligationspayment thereof); and (biv) any FOURTH, after payment in full of all the First Lien of any Fixed Asset Collateral Agent on Obligations, to the Fixed Asset CollateralSecond Priority Representative under the Existing Intercreditor Agreement and, whether now or hereafter held by or on behalf of such Fixed Asset Collateral Agentif the Second Priority Obligations have already been paid in full, any Fixed Asset 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 to all Liens on the Fixed Asset Collateral securing any Revolving Credit ObligationsBorrower.