Common use of Relative Priorities Clause in Contracts

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any 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 period) before or after the commencement of any Insolvency Proceeding), (ii) any contrary provision of the UCC or any other applicable law or of the Revolving Loan Documents or the Term Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, any Revolving Lien or any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving Collateral Agent, on behalf of itself and its related other Claimholders, hereby agree that: (A) any Revolving 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 senior in all respects and prior to any Term Lien on any Revolving Priority Collateral; (B) any Term 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 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 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 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 other obligation of the Issuers, any other Grantor or any other Person.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Revolving Lien Liens securing the Fixed Asset Obligations granted on the Collateral 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 period) before or after the commencement of any Insolvency Proceeding), (ii) Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any contrary provision of the UCC any UCC, or any other applicable law or of the Revolving Credit Loan Documents or the Term Documents, as applicable, (iii) Fixed Asset Documents or any defect or deficiencies in, or failure to attach or perfect, any the Liens securing the Revolving Lien Credit Obligations or any Term Lien Fixed Asset Obligations 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 its related other each Fixed Asset Collateral Agent, on behalf of itself and/or the applicable Fixed Asset Claimholders, hereby agree each agrees that: (Aa) any Lien of the Revolving Lien 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 Priority CollateralCredit 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 on the ABL Collateral securing any Term Lien on any Revolving Priority Collateral;Fixed Asset Obligations; and (Bb) any Term Lien of any Fixed Asset Collateral Agent on any Term Priority 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 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 Fixed Asset Collateral securing 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 CollateralCredit Obligations. (b) The priority and subordination of Liens 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 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 other obligation of the Issuers, any other Grantor or any other Person.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Revolving Lien Term Liens granted on the ABL Collateral 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 period) before or after the commencement of any Insolvency Proceeding), (ii) Revolving Liens granted on the ABL Collateral and notwithstanding any contrary provision of the UCC or any other applicable law or of the Revolving Loan Term Documents or the Term Documents, as applicable, (iii) Revolving Documents or any defect or deficiencies in, or failure to attach or perfect, any the Revolving Lien Liens or any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent Agent, on behalf of itself and the Term Secured Parties, and the Revolving Collateral Agent, on behalf of itself and its related other Claimholdersthe Revolving Secured Parties, hereby agree that: (Aa) any Revolving Lien on any ABL Collateral now or hereafter held by or on behalf of the Revolving Priority CollateralCollateral Agent, any Revolving Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Term Lien on any Revolving Priority such ABL Collateral; (Bb) any Term Lien on any ABL Collateral now or hereafter held by or on behalf of the Term Priority CollateralCollateral Agent, any Term Secured Parties or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any 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 all Revolving Lien Liens on any Revolving Priority such ABL Collateral; and (Dc) notwithstanding any other provision contained in this Agreement, any Liens on ABL Collateral created by the Revolving Lien on any Term Priority CollateralDocuments, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwiseinsofar as they secure Revolving Credit Excess Amounts, shall be junior and subordinate in all respects to any the Term Lien Liens on any Term Priority such ABL Collateral. (b) The priority and subordination of Liens 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 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 other obligation of the Issuers, any other Grantor or any other Person.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Revolving ABL Lien or any Term Lien on any Collateral (including, in each case, irrespective of whether any such Revolving ABL Lien or Term Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding), (ii) any contrary provision of the UCC or any other applicable law or of the Revolving ABL Loan Documents or the Term Loan Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, any Revolving ABL Lien or any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving ABL Collateral Agent, on behalf of itself and its related other Claimholders, hereby agree agrees that: (A) any Revolving ABL Lien on any Revolving ABL 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 Term Lien on any Revolving ABL Priority Collateral; (B) any Term 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 senior in all respects and prior to any Revolving ABL Lien on any Term Priority Collateral; (C) any Term Lien on any Revolving 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 Revolving ABL Lien on any Revolving ABL Priority Collateral; and (D) any Revolving 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 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 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 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 other obligation of the IssuersBorrower, any other Grantor or any other PersonPerson (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement, 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 Lien on any Shared Collateral securing any First Lien Obligation, and notwithstanding any applicable Law of any jurisdiction or any Secured Credit Document, or any other circumstance whatsoever (ibut, 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 First Lien Obligations shall be of equal priority. (b) Notwithstanding (x) any provision of any Secured Credit Document to the contrary and (y) the date, time, method, manner, manner or order of grant, attachment, attachment or perfection of any Revolving Lien or any Term Lien on any Shared Collateral (includingsecuring any First Lien Obligation, in each case, irrespective of whether and notwithstanding any such Revolving Lien or Term Lien is granted (or secures Obligations relating to the period) before or after the commencement applicable Law of any Insolvency Proceeding), (ii) any contrary provision of the UCC jurisdiction or any other applicable law or of the Revolving Loan Documents or the Term Documents, as applicable, (iii) any defect or deficiencies inSecured Credit Document, or failure to attach or perfect, any Revolving Lien or any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving Collateral AgentProceeds, on behalf of itself and its related other Claimholders, hereby agree 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 Revolving Lien on any Revolving Priority Collateral, regardless of how Secured Credit Documents or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Term Lien on any Revolving Priority CollateralSecurity Documents; (Bii) 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 Term Lien on any Term Priority Collateral, regardless of how or when acquiredpost-petition interest with respect thereto, whether by grant, possession, statute, operation or not allowable in any Insolvency Proceeding) and the termination of law, subrogation or otherwise, shall be senior in all respects and prior to any Revolving Lien on any Term Priority Collateralcommitments thereunder; (Ciii) 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 Term 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 First Lien Obligations of each such Class on the date of such application); provided that amounts applied under this clause THIRD during any Revolving Priority Collateral, regardless period when the First Lien Obligations of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, any such Class shall not be due and payable in full shall be junior allocated to the First Lien Obligations of such Class as if such First Lien Obligations were at the time due and subordinate payable in all respects full, and any amounts allocated to any Revolving the payment of the First Lien Obligations of such Class that are not yet due and payable shall be 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 any Revolving Priority Collateralwhich the First Lien Obligations of such Class shall have become due and payable in full (at which time such amounts shall be applied to the payment thereof); and (Div) any Revolving FOURTH, after payment in full of all the First Lien on any Term Obligations, to the Second Priority CollateralRepresentative under the Existing Intercreditor Agreement and, regardless of how or when acquiredif the Second Priority Obligations have already been paid in full, 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 Collateralthe Borrower. (b) The priority and subordination of Liens 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 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 other obligation of the Issuers, any other Grantor or any other Person.

Relative Priorities. (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection of any Revolving Lien or any Term Fixed Asset Lien on any Collateral (including, in each case, irrespective of whether any such Revolving Lien or Term Fixed Asset Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding), (ii) any contrary provision of the UCC or any other applicable law or of the Revolving Loan Documents or the Term Fixed Asset Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, any Revolving Lien or any Term Fixed Asset Lien or (iv) any other circumstance whatsoever, each of the Term Fixed Asset Collateral Agent Agents and the Revolving Collateral Administrative Agent, on behalf of itself and its related other Claimholders, hereby agree that: (A) any Revolving 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 senior in all respects and prior to any Term Fixed Asset Lien on any Revolving Priority Collateral; (B) any Term Fixed Asset Lien on any Term Fixed Asset 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 Term Fixed Asset Priority Collateral; (C) any Term 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 Term 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 Term Fixed Asset Lien on any Term Fixed Asset Priority Collateral. (b) The priority and subordination of Liens 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 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 Fixed Asset Collateral Agent Agents or the Revolving Collateral 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 IssuersCompany, any other Grantor or any other PersonPerson (but, with respect to any voluntary subordination, only to the extent that such subordination is permitted pursuant to the terms of the Revolving Credit Agreement, 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, or order of grant, attachment, or perfection of any Revolving ABL Lien or any Term Lien on any Collateral (including, in each case, irrespective of whether any such Revolving ABL Lien or Term Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding), (ii) any contrary provision of the UCC or any other applicable law or of the Revolving ABL Loan Documents or the Term Loan Documents, as applicable, (iii) any defect or deficiencies in, or failure to attach or perfect, any Revolving ABL Lien or any Term Lien or (iv) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving ABL Collateral Agent, on behalf of itself and its related other Claimholders, hereby agree agrees that: (A) any Revolving ABL Lien on any Revolving ABL 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 Term Lien on any Revolving ABL Priority Collateral; (B) any Term 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 senior in all respects and prior to any Revolving ABL Lien on any Term Priority Collateral; (C) any Term Lien on any Revolving 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 Revolving ABL Lien on any Revolving ABL Priority Collateral; and (D) any Revolving 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 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 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 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 other obligation of the IssuersCompany, any other Grantor or any other PersonPerson (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement, 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) Notwithstanding (A) the date, time, method, manner, order or order method of grant, attachmentcreation, attachment or perfection of any Revolving Lien Liens securing the ABL Obligations granted on the Collateral, or of any Liens securing the Term Loan Obligations granted on the 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 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 Lien on any Collateral (including, in each case, irrespective of whether any such Revolving Lien Loan Obligations are incurred or Term Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding)extended, (iiD) any contrary provision of the UCC or any other applicable law, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of the Revolving Loan Documents secured creditors, including with respect to real property or the Term Documents, as applicablefixtures, (iiiE) any defect or deficiencies in, or failure to attach or perfect, provision set forth in any Revolving Lien ABL Document or any Term Lien Loan Document (in each case, other than this Agreement), (F) the possession or control 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 (ivH) any other circumstance whatsoever, each of the Term Collateral Agent and the Revolving Collateral Security Agent, on behalf of itself and its related other Claimholdersrespective Secured Parties, hereby agree agrees that: (A1) any Revolving Lien on the Term Loan Priority Collateral securing any Revolving Priority CollateralTerm 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, in each case, 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 Term Lien on the Term Loan Priority Collateral securing any Revolving Priority Collateralof the ABL Obligations; (B2) any Term Lien on the Term Loan Priority Collateral securing any Term Priority Collateralof the 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 or when 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 Revolving Lien on the ABL Priority Collateral securing any Term Priority Collateral;Loan Obligations; and (C4) any Term Lien on the ABL Priority Collateral securing any Revolving Priority CollateralTerm 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 or when acquired, whether by grant, possession, statute, operation of lawlaw or court order, subrogation or otherwise, in each case, shall be junior and subordinate in all respects to any Revolving Lien all Liens on any Revolving the ABL 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 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 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 other obligation of the Issuers, any other Grantor or any other PersonABL Obligations.