Common use of Relative Priorities Clause in Contracts

Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien and any First Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement or Second Priority Financing Agreement or any other circumstance whatsoever, the parties hereby agree that so long as the Discharge of First Priority Claims has not occurred, (i) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any Collateral, and (ii) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens (to the extent perfected) on any Collateral, and the First Priority Liens (to the extent perfected) on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens on any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the First Priority Claims.

Relative Priorities. Notwithstanding (a) the date, manner or order of grant, attachment or perfection of any Second Priority Lien and or any First Priority Lien, and notwithstanding (b) any provision of the UCC or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement or Second Priority Financing Agreement Document or any other circumstance Loan Document, (c) any defect in, or non-perfection, setting aside, or avoidance of a Lien or a First Lien Loan Document or a Second Lien Loan Document, (d) the modification of a First Lien Loan Document or a Second Lien Loan Document, (e) the exchange of any security interest in any Collateral for a security interest in other Collateral, (f) the commencement of an Insolvency Proceeding or any other circumstace whatsoever, including a circumstance that might be a defense available to, or a discharge of, a Grantor in respect of a First Lien Obligation or a Second Lien Obligation or holder of such Obligation, the parties Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby agree that agrees that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, (ig) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Lien Secured Party shall be senior in right, priority, operation, effect and all ll other respects to any and all Second Priority Liens on any CollateralLien , and (iih) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens (to the extent perfected) on any CollateralLiens, and (i) the First Priority Liens (to the extent perfected) on any Collateral Lien shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens on any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation of the Company, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the First Priority Claims.

Relative Priorities. (a) Notwithstanding the time, date, manner or order of grant, attachment or perfection of any Second Priority Lien and or any First Priority LienLien (or any actual or alleged defect in any of the foregoing), how any Second Priority Lien or First Priority Lien was acquired (whether by grant, possession, statute, operation of law, subrogation or otherwise), and notwithstanding any provision of the UCC as in effect in any US Jurisdiction, or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement Document or Second Priority Financing Agreement any other Credit Document or any other circumstance whatsoever, the parties Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby agree that agrees that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, (i) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any Collateral, and (ii) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens (to Liens. So long as the extent perfected) on any CollateralDischarge of First Lien Obligations has not occurred, and the First Priority Liens (to the extent perfected) on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens on any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation of the CompanyHoldings, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the First Priority Claims.

Relative Priorities. (a) Notwithstanding the time, date, manner or order of grant, attachment or perfection of any Second Priority Lien and or any First Priority LienLien (or any actual or alleged defect in any of the foregoing), how any Second Priority Lien or First Priority Lien was acquired (whether by xxxxx, possession, statute, operation of law, subrogation or otherwise), and notwithstanding any provision of the UCC as in effect in any US Jurisdiction, or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement Document or Second Priority Financing Agreement any other Credit Document or any other circumstance whatsoever, the parties Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby agree that agrees that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, (i) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any Collateral, and (ii) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens (to Liens. So long as the extent perfected) on any CollateralDischarge of First Lien Obligations has not occurred, and the First Priority Liens (to the extent perfected) on any Collateral shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens on any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation of the CompanyHoldings, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the First Priority Claims.

Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second First Priority Lien and or any First Super Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement Document or Second Priority Financing Agreement any other Loan Document or any other circumstance whatsoever, the parties First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, and the Super Senior Representative, for itself and on behalf of the other Super Senior Secured Parties, hereby agree agrees that so long as the Discharge of First Priority Claims Super Senior Secured Obligations has not occurred, (ia) any First Super Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Super Senior Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second First Priority Liens, and the Super Priority Liens on shall be and remain senior in right, priority, operation, effect and all other respects to any CollateralFirst Priority Liens for all purposes, whether or not any Super Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or any other Person and (iib) any Second First Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority First Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Super Priority Liens;provided that, so long as the Discharge of First Priority Liens (to Lien Secured Obligations has not occurred, any Lien on the extent perfected) Collateral securing any Excess Super Senior Obligations now or hereafter held by or on behalf of any Collateral, and the First Priority Liens (to the extent perfected) on any Collateral Super Senior Secured Party shall be junior and remain senior subordinate in right, priority, operation, effect and all other respects to any Second Priority and all Liens on the Collateral securing any of the First Lien Secured Obligations and provided, further, that, notwithstanding anything to the contrary herein, any Lien on the Vector Subordinated Note Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other Lien held by any Person (other than the Second Priority Secured Parties) securing any other obligation benefit of the Company, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained First Lien Revolving Lenders and Issuing Bank shall not be deemed a subordination in right of payment of the Second Priority Claims subject to the First Priority Claimssubordination provisions of this Agreement.

Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien and or any First Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement Document or Second Priority Financing Agreement any other Loan Document or any other circumstance whatsoever, the parties Second Lien Representative, for itself and on behalf of the other Second Lien Secured Parties, and the First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, hereby agree agrees that so long as the Discharge of First Priority Claims Lien Secured Obligations has not occurred, (ia) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any CollateralLiens, and the First Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens for all purposes, whether or not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or any other Person and (iib) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens Liens; provided that, so long as the Discharge of Second Lien Secured Obligations (to other than Excess Second Lien Obligations) has not occurred, any Lien on the extent perfected) Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any Collateral, and the First Priority Liens (to the extent perfected) on any Collateral Lien Secured Party shall be junior and remain senior subordinate in right, priority, operation, effect and all other respects to any Second Priority and all Liens on the Collateral securing any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other of the Second Lien held by any Person Secured Obligations (other than any Excess Second Lien Obligations); provided further that, so long as the Second Priority Secured Parties) Discharge of Excess First Lien Obligations has not occurred, any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other obligation respects to any and all Liens on the Collateral securing any of the Company, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the Excess First Priority ClaimsLien Obligations.

Relative Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any Second Priority Lien and or any First Priority Lien, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any First Priority Debt Agreement, First Priority Security Agreement Document or Second Priority Financing Agreement any other Loan Document or any other circumstance whatsoever, the parties Second Lien Representative, for itself and on behalf of the other Second Lien Secured Parties, and the First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, and the Super Senior Representative, for itself and on behalf of the other Super Senior Secured Parties, hereby agree agrees that so long as the Discharge of First Priority Claims Lien Secured Obligations has not occurred, (ia) any First Priority Lien (to the extent perfected) on any Collateral now or hereafter held by or for the benefit of any First Priority Lien Secured Party or any Super Senior Secured Party shall be senior in right, priority, operation, effect and all other respects to any and all Second Priority Liens on any CollateralLiens, and the First Priority Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Second Priority Liens for all purposes, whether or not any First Priority Liens are subordinated in any respect to any other Lien securing any other obligation of the Borrower, any other Grantor or any other Person and (iib) any Second Priority Lien on any Collateral now or hereafter held by or for the benefit of any Second Priority Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all First Priority Liens Liens;provided that, so long as the Discharge of Second Lien Secured Obligations (to other than Excess Second Lien Obligations) has not occurred, any Lien on the extent perfected) Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any Collateral, and the First Priority Liens (to the extent perfected) on any Collateral Lien Secured Party or Super Senior Secured Party shall be junior and remain senior subordinate in right, priority, operation, effect and all other respects to any Second Priority and all Liens on the Collateral securing any Collateral for all purposes, whether or not any First Priority Liens on any Collateral are subordinated in any respect to any other of the Second Lien held by any Person Secured Obligations (other than any Excess Second Lien Obligations);provided further that, so long as the Second Priority Secured Parties) Discharge of Excess First Lien Obligations has not occurred, any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of any Second Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other obligation respects to any and all Liens on the Collateral securing any of the Company, any other Grantor or any other Person; provided, however, for the avoidance of doubt, nothing herein contained shall be deemed a subordination in right of payment of the Second Priority Claims to the Excess First Priority ClaimsLien Obligations.