Common use of Intercreditor Agreements Clause in Contracts

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority First- Lien Secured Parties (as among themselves) and the SecondJunior-Priority Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Priority Representatives or SecondLien Collateral Agents and applicable First-Priority Lien Authorized Representatives, as or (y) in the case may beof Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Priority Lien Secured Parties or as among the SecondJunior-Priority Lien Secured Parties, as the case may be, in respect of any all or all a portion of the Common Shared Collateral, this Agreement and the other First-Priority Lien Collateral Documents or the other SecondJunior-Priority Lien Collateral Documents, as the case may be, including as to application of proceeds of any Common the Shared Collateral, voting rights, control of any Common the Shared Collateral and waivers with respect to any Common the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Lien Collateral Documents or SecondJunior-Priority Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) existsexists (except for the First-Lien Intercreditor Agreement), the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Lien Collateral Document or SecondJunior-Priority Lien Collateral Document, and the provisions of this Agreement and the other First-Priority Lien Collateral Documents and SecondJunior-Priority Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority Lien Obligations Secured Parties (as among themselves) and the Second-Priority Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives Applicable First Lien Agent or Second-Priority Representativesthe Applicable Second Lien Agent, as the case may berespectively, governing the rights, benefits and privileges as among the First-Priority Lien Obligations Secured Parties or as among the Second-Priority Lien Obligations Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and Agreement, the other RBL Facility Security Documents, any Other First-Priority Collateral Lien Obligations Security Documents, the Term Facility Security Documents or the other any Other Second-Priority Collateral Lien Obligations Security Documents, as the case may be, including as to the application of proceeds Proceeds of any the Common Collateral, the priority in respect of the Common Collateral, voting rights, control of any the Common Collateral and waivers with respect to any the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Agreement, any First-Priority Collateral Lien Obligations Documents or any Second-Priority Collateral Lien Obligations Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-Priority Collateral Lien Obligations Document or any Second-Priority Collateral Lien Obligations Document, and the provisions of this Agreement and the other First-Priority Collateral Lien Obligations Documents and Second-Priority Collateral Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified supplemented or otherwise supplemented modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First-Priority Secured Parties (as among themselves) and the Second-Priority Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, arrangements governing the rights, benefits and privileges as among the First-Priority Junior Lien Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Junior Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common the Collateral, voting rights, control of any Common the Collateral and waivers with respect to any Common the Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-Priority Collateral Documents or Second-Priority Collateral First Lien Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral First Lien Security Document or Second-Priority Collateral Junior Lien Security Document, and the provisions of this Agreement and the other First-Priority Collateral First Lien Security Documents and Second-Priority Collateral Junior Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Priority Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority First Lien Obligations Secured Parties (as among themselves) and the Second-Priority Second Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives relevant First Lien Obligations Representative or Second-Priority RepresentativesSecond Lien Obligations Representative, as the case may berespectively, governing the rights, benefits and privileges as among the First-Priority First Lien Obligations Secured Parties themselves or as among the Second-Priority Second Lien Obligations Secured PartiesParties themselves, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority First Lien Obligations Collateral Documents or the other Second-Priority Second Lien Obligations Collateral Documents, as the case may be, including as to the application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Agreement, any First Lien Obligations Collateral Documents or Second-Priority any Second Lien Obligations Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-Priority First Lien Obligations Collateral Document or Second-Priority Second Lien Obligations Collateral Document, and the provisions of this Agreement and Agreement, the other First-Priority First Lien Obligations Collateral Documents and Second-Priority the Second Lien Obligations Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority Lien Obligations Secured Parties (as among themselves) and the Second-Priority Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives Applicable First Lien Agent or Second-Priority Representativesthe Applicable Second Lien Agent, as the case may berespectively, governing the rights, benefits and privileges as among the First-Priority Lien Obligations Secured Parties or as among the Second-Priority Lien Obligations Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and Agreement, the other RBL Facility Security Documents, any Other First-Priority Collateral Lien Obligations Security Documents, the Notes Facility Security Documents or the other any Other Second-Priority Collateral Lien Obligations Security Documents, as the case may be, including as to the application of proceeds Proceeds of any the Common Collateral, the priority in respect of the Common Collateral, voting rights, control of any the Common Collateral and waivers with respect to any the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other Agreement, any First-Priority Collateral Lien Obligations Documents or any Second-Priority Collateral Lien Obligations Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-Priority Collateral Lien Obligations Document or any Second-Priority Collateral Lien Obligations Document, and the provisions of this Agreement and the other First-Priority Collateral Lien Obligations Documents and Second-Priority Collateral Lien Obligations Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified supplemented or otherwise supplemented modified from time to time in accordance with the terms thereof, including to give effect to any such intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Lien Secured Parties (as among themselves) and the SecondJunior-Priority Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with (x) in the case of First-Lien Obligations, the applicable First-Priority Representatives or SecondLien Collateral Agents and applicable First-Priority Lien Authorized Representatives, as or (y) in the case may beof Junior-Lien Obligations, the applicable Junior-Lien Authorized Representatives and applicable Junior-Lien Collateral Agents, governing the rights, benefits and privileges as among the First-Priority Lien Secured Parties or as among the SecondJunior-Priority Lien Secured Parties, as the case may be, in respect of any all or all a portion of the Common Shared Collateral, this Agreement and the other First-Priority Lien Collateral Documents or the other SecondJunior-Priority Lien Collateral Documents, as the case may be, including as to application of proceeds of any Common the Shared Collateral, voting rights, control of any Common the Shared Collateral and waivers with respect to any Common the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Lien Collateral Documents or SecondJunior-Priority Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) existsexists (except for the First-Lien Intercreditor Agreement), the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Lien Collateral Document or SecondJunior-Priority Lien Collateral Document, and the provisions of this Agreement and the other First-Priority Lien Collateral Documents and SecondJunior-Priority Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements, including, in the case of the First-Priority Secured Parties, the Pari Passu Intercreditor Agreement) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Junior Lien Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Junior Lien Documents, as the case may be, including as to application of proceeds of any the Common Collateral, voting rights, control of any the Common Collateral and waivers with respect to any the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Indenture Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral First Lien Security Document or Second-Priority Collateral Junior Lien Security Document, and the provisions of this Agreement and the other First-Priority Collateral First Lien Security Documents and Second-Priority Collateral Junior Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority Secured Parties First Lien Creditors (as among themselves) and the Second-Priority Secured Parties Second Lien Obligations Creditors (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives relevant First Lien Agent or Second-Priority RepresentativesSecond Lien Agent, as the case may berespectively, governing the rights, benefits and privileges as among the First-Priority Secured Parties First Lien Creditors themselves or as among the Second-Priority Secured PartiesSecond Lien Creditors themselves, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority First Lien Collateral Documents or the other Second-Priority Second Lien Collateral Documents, as the case may be, including as to the application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Agreement, any First Lien Collateral Documents or Second-Priority any Second Lien Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-Priority First Lien Collateral Document or Second-Priority Second Lien Collateral Document, and the provisions of this Agreement and Agreement, the other First-Priority First Lien Collateral Documents and Second-Priority the Second Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) ), including the First Lien Intercreditor Agreement, with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First-Priority Secured Parties (as among themselves) and the Second-Priority Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Junior Lien Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Junior Lien Documents, as the case may be, including as to application of proceeds of any Common the Collateral, voting rights, control of any Common the Collateral and waivers with respect to any Common the Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-Priority Collateral Documents or Second-Priority Collateral First Lien Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral First Lien Security Document or Second-Priority Collateral Junior Lien Security Document, and the provisions of this Agreement and the other First-Priority Collateral First Lien Security Documents and Second-Priority Collateral Junior Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms. Without limiting anything contained herein and for the avoidance of doubt, with respect to any intercreditor agreements (or similar arrangements) entered into by Junior Lien Secured Parties (as among themselves) governing the rights, benefits and privileges among Junior Lien Secured Parties in respect of Collateral as referred to above, the Junior Lien Trustee, acting on behalf of the Junior Lien Indenture Secured Parties, may, at the written request of the Company, enter into and execute on behalf of itself and the Junior Lien Indenture Secured Parties, any intercreditor agreement with any other Junior Lien Representative on behalf of other Junior Lien Secured Parties with respect to Collateral to the extent permitted under the First Lien Documents and the Junior Lien Documents, which intercreditor agreement is substantially identical to this Agreement except that the liens on the Collateral granted to such other Junior Lien Secured Parties shall be junior and subordinated to the First Priority Liens on Collateral granted to the First Lien Secured Parties pursuant to the First Lien Security Documents to the same extent as the Junior Liens on Collateral are junior and subordinate to the First Priority Liens granted to the First Lien Secured Parties under this Agreement and the First Lien Security Documents. Each First Lien Collateral Agent shall be entitled to rely on an Officers’ Certificate and/or an opinion of counsel, as requested by any first Lien Collateral Agent and at the Company’s expense, that such intercreditor agreement satisfies the criterion set forth in the preceding sentence.

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority First Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority First Lien Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral First Lien Documents, as the case may be, including as to application of proceeds of any the Common Collateral, voting rights, control of any the Common Collateral and waivers with respect to any the Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the First Lien Documents. Upon obtaining the consent of the Required Lenders, which consent shall not be unreasonably withheld, the Second Lien Secured Parties (as among themselves) may enter into intercreditor agreements (or similar arrangements) governing the rights, benefits and privileges as among the Second Lien Secured Parties in respect of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or Second-Priority Collateral Second Lien Documents, including as to application of proceeds of the Common Collateral, voting rights, control of the Common Collateral and waivers with respect to the Common Collateral, in each case so long as the case may beterms thereof do not violate or conflict with the provisions of this Agreement or the Second Lien Documents. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral First Lien Security Document or Second-Priority Collateral Second Lien Security Document, and the provisions of this Agreement and the other First-Priority Collateral First Lien Security Documents and Second-Priority Collateral Second Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Second Lien Secured Parties on the other hand.

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements, including, in the case of the First-Priority Secured Parties, the Collateral Trust Agreement) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Senior Secured Parties (as among themselves) and the Second-Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Senior Collateral Agent or applicable First-Second Priority Representatives or Second-Priority Representatives, as the case may be, Agent governing the rights, benefits and privileges as among the First-Priority Senior Secured Parties or as among the Second-Second Priority Secured Parties, as the case may be, in respect of any all or all a portion of the Common Shared Collateral, this Agreement and the other First-Priority Senior Collateral Documents or the other Second-Second Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common the Shared Collateral, voting rights, control of any Common the Shared Collateral and waivers with respect to any Common the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Senior Collateral Documents or Second-Second Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Senior Collateral Document or Second-Second Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Senior Collateral Documents and Second-Second Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First-Priority First Lien Obligations Secured Parties (as among themselves) and the Second-Priority Junior Lien Obligations Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives relevant First Lien Obligations Representative or Second-Priority RepresentativesJunior Lien Obligations Representative, as the case may berespectively, governing the rights, benefits and privileges as among the First-Priority First Lien Obligations Secured Parties themselves or as among the Second-Priority Junior Lien Obligations Secured PartiesParties themselves, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority First Lien Obligations Collateral Documents or the other Second-Priority Junior Lien Obligations Collateral Documents, as the case may be, including as to the application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Agreement, any First Lien Obligations Collateral Documents or Second-Priority any Junior Lien Obligations Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or Agreement, any other First-Priority First Lien Obligations Collateral Document or Second-Priority Junior Lien Obligations Collateral Document, and the provisions of this Agreement and Agreement, the other First-Priority First Lien Obligations Collateral Documents and Second-Priority the Junior Lien Obligations Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that (i) the First-Priority Secured Parties (as among themselves) and the Second-Priority Junior Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, arrangements governing the rights, benefits and privileges as among the First-Priority Junior Lien Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Junior Lien Documents, as the case may be, including as to application of proceeds of any Common the Collateral, voting rights, control of any Common the Collateral and waivers with respect to any Common the Collateral and (ii) the First Lien Secured Parties (as among themselves) may enter into intercreditor agreements (including the Junior Lien Pari Passu Intercreditor Agreement) or similar arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties in respect of the Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or and the other First-Priority Collateral Documents or Second-Priority Collateral First Lien Documents, including as to application of proceeds of the case may beCollateral, voting rights, control of the Collateral and waivers with respect to the Collateral. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral First Lien Security Document or Second-Priority Collateral Junior Lien Security Document, and the provisions of this Agreement and the other First-Priority Collateral First Lien Security Documents and Second-Priority Collateral Junior Lien Security Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms hereof and thereof, including to give effect to any intercreditor agreement (or similar arrangement)). The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties on the one hand and the Junior Lien Secured Parties on the other hand. None of the Company, any Grantor or any Subsidiary of the Company or any other creditor thereof shall have any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor to pay the First Lien Obligations and the Junior Lien Obligations as and when the same shall become due and payable in accordance with their terms.

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, priority in respect of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-First- Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Second- Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

Intercreditor Agreements. (a) Each party hereto agrees that the First-Priority Senior Secured Parties (as among themselves) and the Second-Second Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the Senior Collateral Agent or applicable First-Second Priority Representatives or Second-Priority Representatives, as the case may be, Agent governing the rights, benefits and privileges as among the First-Priority Senior Secured Parties or as among the Second-Second Priority Secured Parties, as the case may be, in respect of any all or all a portion of the Common Shared Collateral, this Agreement and the other First-Priority Senior Collateral Documents or the other Second-Second Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common the Shared Collateral, voting rights, control of any Common the Shared Collateral and waivers with respect to any Common the Shared Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Senior Collateral Documents or Second-Second Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Senior Collateral Document or Second-Second Priority Collateral Document, and the Exhibit R to the Credit Agreement provisions of this Agreement and the other First-Priority Senior Collateral Documents and Second-Second Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).