Common use of Lien Subordination Clause in Contracts

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. Notwithstanding (ai) Notwithstanding the respective dates date, time, method, manner or order of attachment grant, attachment, or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to First Lien Agent (or First Lien Co-Agent or any contrary First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in any Collateral, (iii) any provision of the UCC, or any other applicable law or decisionlaw, any of the First Lien Loan Documents or the provisions of the Credit Second Lien Loan Documents, and (iv) irrespective of whether [A/R Lender] the Liens securing the First Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or CRG holds possession allowed, or (v) any other circumstance whatsoever, each of First Lien Agent and First Lien Co-Agent, on behalf of itself and the First Lien Lenders, and Second Lien Agent, on behalf of itself and the Second Lien Lenders, hereby agree that: (1) any Lien in respect of all or any part portion of the CollateralCollateral now or hereafter held by or on behalf of Second Lien Agent or any Second Lien Lender that secures all or any portion of the Second Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to First Lien Agent, First Lien Co-Agent and the First Lien Lenders in the Collateral to secure all or any portion of the First Lien Indebtedness, and (i2) any Lien in respect of all or any portion of the Collateral now existing and or hereafter arising security interests held by or on behalf of [A/R Lender] First Lien Agent, First Lien Co-Agent or any First Lien Lender that secures all or any portion of the First Lien Indebtedness shall in any A/R Facility Senior Collateral shall at all times respects be senior and prior to all Liens granted to Second Lien Agent and the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender Second Lien Lenders in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents Collateral to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing secure all or any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability portion of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralSecond Lien Indebtedness. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, PPSA or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG CR and the security interests of [A/R Lender[ ], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender[ ] or CRG CR holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender[ ] in any A/R Facility [ ] Senior Collateral shall at all times be senior to the security interests of CRG CR in such A/R Facility [ ] Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG CR in any CRG CR Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender[ ] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG CR Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] Borrower granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] Borrower’s entry into the Credit Documents to which the other Creditor is a party.; (ii) acknowledges and agrees that the other Creditor’s Claims, the Borrower’s entry into the Credit Documents with the other Creditor, and the security interests in the Common Collateral granted by Borrower to the other Creditor shall be permitted under such Creditor’s Credit Documents, notwithstanding any provision of such Creditor’s Credit Documents to the contrary; and (iii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5), that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii2(b)(iii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, method, manner or order of grant, attachment or perfection of the security interests any Junior Lien in respect of CRG any Collateral or of any Senior Lien in respect of any Collateral and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCC, or any applicable law (including the Bankruptcy Code), any Loan Document, any alleged or decision, actual defect or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] deficiency in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, any failure to attach or (if required under any Loan Document) perfect any Lien created under any Loan Document or any other circumstance whatsoever, each Junior Representative, on behalf of the [A/R Lender] respective Junior Secured Parties, in respect of such Collateral hereby agrees and acknowledges that it shall not receivethat: (a) any Senior Lien in respect of such Collateral, and neither the Borrower nor any obligor shall regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any security interest Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to the A/R Lender in the CRG Senior Collateral.any Lien securing any other obligation); and (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest any Junior Lien in the Common Collateral respect of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents subordinate in all respects to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability any Senior Lien in respect of the other Creditor’s security interest in the Common such Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt doubt, as between the ABL Agent and notwithstanding anything in this Agreement the other Secured Parties, the Lien on the Collateral securing the obligations to the contraryABL Agent under the ABL Credit Agreement (other than Excess ABL Obligations) shall always be senior to the Lien on the Collateral securing the obligations to (i) the Term Secured Parties under the Term Credit Agreement, [(ii) the Additional Indenture Secured Parties under the Additional Indenture and (iii) the Existing Indenture Secured Parties under the Existing Indenture. For the avoidance of doubt, (A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any ) as between the Term Secured Parties and the other action seeking to recharacterize any Intellectual PropertySecured Parties, the proceeds thereof, or any Lien on the Collateral securing the obligations to the Term Secured Parties under the Term Credit Agreement shall be (i) senior to the Lien on the Collateral securing the obligations to (x) the Additional Indenture Secured Parties under the Additional Indenture and (y) the Existing Indenture Secured Parties under the Existing Indenture and (ii) junior to the Lien on the Collateral securing the obligations to the ABL Agent; (B) as between the Additional Indenture Secured Parties and the other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii)Secured Parties, the priorities provided for herein with respect to security interests and liens are applicable only Lien on the Collateral securing the obligations to the extent that such security interests Additional Indenture Secured Parties shall be (x) senior to the Lien on the Collateral securing the obligations to the Existing Indenture Secured Parties under the Existing Indenture and liens are enforceable, perfected (y) junior to the Lien on the Collateral securing the obligations to (i) the ABL Agent and have not been avoided(ii) the Term Secured Parties under the Term Credit Agreement; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofand (C) as between the Existing Indenture Secured Parties and the other Secured Parties, the priorities provided for herein shall not be available to such security interest or lien Lien on the Collateral securing the obligations to the extent that it is avoided or determined Existing Indenture Secured Parties under the Existing Indenture shall be junior to be unenforceable. Nothing in this Section 2(cthe Lien on the Collateral securing the obligations to (i) affects the operation of any turnover of payment provisions hereofABL Agent, or of any other agreements among any of (ii) the parties heretoTerm Secured Parties under the Term Credit Agreement and (iii) the Additional Indenture Secured Parties under the Additional Indenture.

Lien Subordination. (a) Notwithstanding The Subordinated Debt shall be unsecured and the respective dates of attachment or perfection Company shall not grant any Liens to secure any of the security interests of CRG Subordinated Debt. To the extent any Lien is ever granted, the Senior Debt, the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or creating the Senior Debt and all guaranties, mortgages, security interests of [A/R Lender]agreements, pledges and other collateral guarantying or any contrary provision of securing the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral thereof shall at all times be senior to the security interests Subordinated Debt and the Subordinated Documents irrespective of CRG in such A/R Facility Senior Collateralthe time of the execution, and (ii) all now existing and hereafter arising security interests delivery or issuance of CRG in any CRG Senior Collateral shall at all times be senior thereof or the filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any intereststhereof. Each Subordinated Creditor hereby agrees, including upon request of the Senior Creditors at any time and from time to time, to execute such other documents or instruments as may be requested by the security interests Senior Creditors further to evidence of [A/R Lender] in public record or otherwise the senior priority of the Senior Debt as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such CRG notations as the Senior Collateral. Notwithstanding Creditors may reasonably request to reflect the foregoing, subordination contemplated hereby and to perfect or preserve the [A/R Lender] agrees and acknowledges that it shall not receive, and neither rights of the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior CollateralCreditors hereunder. (b) Each Subordinated Creditor hereby: agrees that, within two (i2) acknowledges days following the Senior Creditors’s written request therefor, such Subordinated Creditor will execute, deliver and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing file any and all financing statements such termination statements, mortgage discharges, lien releases and other documents agreements and instruments as the Senior Creditors reasonably deemed deems necessary by the other Creditor or appropriate in order to perfect its security interest in its Common Collateralgive effect to the preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Senior Creditors, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledgesits successors and assigns, agrees and covenantstheir respective officers, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability with full power of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Propertysubstitution, the proceeds thereoftrue and lawful attorney(s) of such Subordinated Creditor for the purpose of effecting any such executions, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests deliveries and liens are applicable only filings if and to the extent that such security interests and liens are enforceable, perfected and Subordinated Creditor shall have not been avoided; if a security interest or lien is judicially determined failed to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to perform such security interest or lien obligations pursuant to the extent that it is avoided or determined to be unenforceable. Nothing in foregoing provisions of this Section 2(c8(b) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretowithin such period.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to any Second Priority Representative or any contrary Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCCUniform Commercial Code of any applicable jurisdiction, any applicable law, any Second Priority Debt Document or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt Document or any part other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the CollateralShared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, (i) all now existing regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, all respects and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including Lien on the Shared Collateral securing any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Second Priority Debt Obligations and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and consents subordinate in all respects to (A) [Borrower][each Obligor] granting all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability obligation of the other Creditor’s security interest in the Common CollateralBorrower, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, Grantor or any other CRG Senior Collateral Person or proceeds thereof as A/R Facility Senior Collateralotherwise subordinated, voided, avoided, invalidated or lapsed. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates Any Lien in respect of attachment all or perfection any portion of the security interests Collateral now or hereafter held by or on behalf of CRG and the security interests of [A/R Lender], Collateral Agent or any contrary provision Holder that secures all or any portion of the UCC, Obligations under the Notes and Note Guarantees shall in all respects be junior and subordinate to all Liens granted in the Collateral to secure all or any applicable law or decision, or the provisions portion of the Credit Documents, First Priority Lien Obligations (and irrespective pari passu with all Liens in respect of whether [A/R Lender] all or CRG holds possession any portion of the Collateral now or hereafter held by the FRN Collateral Agent or any holder of Floating Rate Notes that secures all or any part of the Collateralobligations under the Floating Rate Notes or the Floating Rate Note Guarantees), (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral.and (b) Each Creditor hereby: (i) acknowledges Any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of the holders from time to time of the First Priority Lien Obligations that secure all or any portion of the First Priority Lien Obligations shall in all respects be senior and consents prior to (A) [Borrower][each Obligor] granting all Liens granted to the other Creditor a security interest Collateral Agent or any Holder in the Common Collateral of such other Creditor, (B) the other Creditor filing to secure all or any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability portion of the other Creditor’s security interest in Obligations under the Common Collateral, Notes or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralNote Guarantees. (c) Subject The Collateral Agent, for and on behalf of itself and the Holders, agrees that neither it nor any Holder shall obtain a Lien on any Collateral to Section 2(b)(ii)secure all or any portion of the Obligations under the Notes unless, concurrently therewith, a Lien on such Collateral is granted in favor of (i) the holders from time to time of the First Priority Lien Obligations and (ii) the holders of the Floating Rate Notes, the priorities provided for herein with respect to security interests FRN Trustee and liens the FRN Collateral Agent and that all such Liens are applicable only and will be subject to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoIntercreditor Agreements.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection Each holder of the security interests Note hereby agrees that any Lien that it may now or hereafter have in the Collateral is subject and subordinate, to the extent and in the manner provided herein, to any Liens that the Agent or the holder(s) of CRG the Bank Indebtedness may now or hereafter have in the Collateral to secure the Bank Indebtedness. Each holder of the Note agrees that that, except as otherwise provided in Section 4.4 hereof, they shall have no right to undertake any Enforcement Action with respect to any of the Collateral, unless and until all of the holder(s) of Bank Indebtedness shall have been paid in full and the security interests of [A/R Lender]commitments thereunder and the commitments, or any contrary provision if any, of the UCC, or any applicable law or decision, holders of the Senior Indebtedness to extend credit accommodations to Quantum or the provisions Company have expired (and in any event subject to the limitations set forth in Section 4.4 hereof with respect to any Enforcement Action taken in connection with any Insolvency Proceeding). (b) Notwithstanding any Lien in the Collateral now or hereafter acquired by any holder of the Credit DocumentsNote, the holder(s) of the Bank Indebtedness may take possession of, sell, dispose of, and irrespective of whether [A/R Lender] or CRG holds possession of otherwise deal with all or any part of the Collateral, and may enforce any right or remedy available to it with respect to the Collateral, all without notice to or consent of the holder(s) of the Note except as specifically required by applicable law. Without limiting the generality of the foregoing, if (i) all now existing and hereafter arising security interests of [A/R Lender] the Company or any other Person that has granted a Lien in any A/R Facility Senior Collateral shall at all times be senior intends to sell or otherwise dispose of any Collateral to an unrelated third party outside the ordinary course of business, (ii) the holder(s) of Bank Indebtedness has consented to such sale or disposition and has given written notice thereof to the security interests holder(s) of CRG the Note, (iii) the holder(s) of the Note have failed, within fifteen (15) days after receipt of such notice, to purchase for cash the Bank Indebtedness in such A/R Facility Senior Collateralaccordance with Article XII hereof, and (iiiv) all now existing and hereafter arising security interests the holder(s) of CRG the Bank Indebtedness has applied the net cash proceeds of such sale or disposition to the holder(s) of the Bank Indebtedness in accordance with clause (c) below, each holder of the Note shall be deemed to have consented to such sale or disposition, to have released any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] Lien it may have in such CRG Senior Collateral. Notwithstanding Collateral and to have authorized the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest Agent or its agents to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents file partial releases with respect to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject The holder(s) of the Senior Indebtedness shall have no duty to Section 2(b)(ii)preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the priorities provided for herein Collateral, and in no event shall the holder(s) of the Senior Indebtedness be deemed to be any holder of the Note’s agent with respect to security interests and liens are applicable only the Collateral. All proceeds received by the holder(s) of the Senior Indebtedness with respect to any Collateral shall be applied by the holder(s) of the Senior Indebtedness to the extent Senior Indebtedness secured by such Collateral in such order of application as the holder(s) of the Senior Indebtedness may choose. (d) Notwithstanding anything to the contrary in the Note or the Purchase Agreement, unless and until all of the holder(s) of the Senior Indebtedness shall have been paid in full and the commitments, if any, of the holders of the Bank Indebtedness to extend credit accommodations to Quantum or the Company have expired, no holder of the Note shall request or require that the Company or any other Person that has granted a Lien in any Collateral (i) obtain from any bailee holding any item of Collateral any acknowledgement or other document confirming that such bailee holds such collateral for the benefit of any holder of the Note, (ii) obtain from any securities intermediary, letter of credit issuer, depository bank or other party holding or issuing any item of Collateral, any control agreements, (iii) deliver to any holder of the Note any instruments or documents comprising Collateral or endorsements or assignments of same, (iv) obtain possession of or arrange to have the holder of the Note’s Lien noted on any motor vehicle titles, (v) obtain waivers from any landlords or mortgagees of any property where any inventory or equipment constituting Collateral is located, (vi) record with the United States Patent and Trademark Office or the United States Copyright Office any collateral assignments of, or security interests and liens are enforceable, perfected and have not been avoided; if agreements granting or reflecting a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims in, any registered intellectual property owned by the Company or any part thereofother Person that has granted a Lien in any Collateral, the priorities provided for herein shall not be available to such security interest or lien (vii) establish or deposit any amounts into any deposit account, collateral account or lockbox owned by or relating to the extent that it is avoided Company or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among Person that has granted a Lien in any of the parties heretoCollateral.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the security interests Collateral or of CRG and any Liens granted to the security interests Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of [A/R Lender]the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any contrary provision of the UCC, any applicable law, any Second Priority Debt Document or any applicable law Senior Debt Document or decisionany other circumstance whatsoever, the Second Priority Representative, on behalf of itself and each Second Priority Debt Party under the Second Priority Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or the provisions hereafter held by or on behalf of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Representative or any part other Senior Secured Party or other agent or trustee therefor, regardless of the Collateralhow acquired, (i) all now existing whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, all respects and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including Lien on the Collateral securing any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Second Priority Debt Obligations and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to any Lien on the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing securing any and all financing statements and other documents as reasonably deemed necessary Second Priority Debt Obligations now or hereafter held by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability on behalf of the Second Priority Representative, any Second Priority Debt Parties or any other Creditor’s security interest agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common CollateralCollateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or the validity, priority or enforceability not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Company, any Grantor or any other Creditor’s ClaimPerson or otherwise subordinated, voided, avoided, invalidated or lapsed. For the avoidance of doubt and notwithstanding anything doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralObligations. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. Notwithstanding (ai) Notwithstanding the respective dates date, time, method, manner or order of attachment grant, attachment, or perfection of any Liens granted to the security interests of CRG and the security interests of [A/R Lender], Senior Agent (or any contrary Senior Lender) or the Noteholder Collateral Agent (or any Noteholder) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the Senior Agent (or any Senior Lender) or the Noteholder Collateral Agent (or any Noteholder) in any Collateral, (iii) any provision of the UCC, PPSA or any other applicable law law, any of the Senior Loan Documents or decisionthe Indenture Documents, (iv) whether the Liens securing all or part of the Senior Indebtedness are valid, perfected, enforceable, void, avoidable, subordinated, disputed, or allowed, (v) the provisions fact that any such Liens in favor of the Credit DocumentsSenior Agent (or any Senior Lender) securing the Senior Indebtedness are (A) subordinated to any Lien securing any obligation of any Obligor other than the Notes Obligations or (B) otherwise subordinated, voided, avoided, invalidated or lapsed, or (vi) any other circumstance whatsoever, the Senior Agent, on behalf of itself and the Senior Lenders, and irrespective the Noteholder Collateral Agent, on behalf of whether [A/R Lender] or CRG holds possession itself and the Noteholders, hereby agree that: (1) any Lien in respect of all or any part portion of the CollateralCollateral now or hereafter held by or on behalf of the Noteholder Collateral Agent or any Noteholder that secures all or any portion of the Notes Obligations shall in all respects be junior and subordinate to all Liens granted to the Senior Agent and the Senior Lenders in the Collateral to secure all or any portion of the Senior Indebtedness, and (i2) any Lien in respect of all or any portion of the Collateral now existing and or hereafter arising security interests held by or on behalf of [A/R Lender] the Senior Agent or any Senior Lender that secures all or any portion of the Senior Indebtedness shall in any A/R Facility Senior Collateral shall at all times respects be senior and prior to all Liens granted to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in Noteholder Collateral Agent or any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender Noteholder in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents Collateral to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing secure all or any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability portion of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralNotes Obligations. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the security interests Shared Collateral or of CRG and any Liens granted to the security interests Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of [A/R Lender]the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any contrary provision of the UCC, any applicable law, any Second Priority Debt Document or any applicable law Senior Debt Document or decisionany other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under any Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or the provisions hereafter held by or on behalf of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Representative or any part other Senior Secured Party or other agent or trustee therefor, regardless of the Collateralhow acquired, (i) all now existing whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, all respects and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including Lien on the Shared Collateral securing any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Second Priority Debt Obligations and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and consents subordinate in all respects to (A) [Borrower][each Obligor] granting all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability obligation of the Company, any Grantor or any other Creditor’s security interest in the Common CollateralPerson or otherwise subordinated, voided, avoided, invalidated or the validity, priority or enforceability of the other Creditor’s Claimlapsed. For the avoidance of doubt and notwithstanding anything doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralObligations. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to any Second Priority Representative or any contrary Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt Document or any part other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the CollateralShared Collateral securing or purporting to secure any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, (i) all now existing regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, all respects and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including Lien on the Shared Collateral securing or purporting to secure any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Second Priority Debt Obligations and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by g▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be junior and consents subordinate in all respects to (A) [Borrower][each Obligor] granting all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the other Creditor a security interest Shared Collateral securing or purporting to secure any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral of securing or purporting to secure any Second Priority Debt Obligations for all purposes, whether or not such other Creditor, (B) the other Creditor filing Liens securing or purporting to secure any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order Senior Obligations are subordinated to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take Lien securing any other action seeking to recharacterize obligation of any Intellectual Property, the proceeds thereof, Obligor or any other CRG Senior Collateral Person or proceeds thereof as A/R Facility Senior Collateralotherwise subordinated, voided, avoided, invalidated or lapsed. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. Any and all Liens now existing or hereafter created or arising in favor of any Subordinated Party securing Subordinated Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior and subordinate in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of any Senior Secured Party securing the Senior Secured Debt Obligations, notwithstanding (a) Notwithstanding anything to the respective dates contrary contained in any agreement or filing to which any Subordinated Party may now or hereafter be a party, and regardless of attachment the time, order or method of grant, attachment, recording or perfection of the any financing statements or other security interests of CRG interests, assignments, pledges, deeds, Mortgages and the security interests of [A/R Lender]other liens, charges or encumbrances or any defect or deficiency, alleged defect or deficiency in, or failure to attach or perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, any contrary of the foregoing, (b) any provision of the UCC, UCC or any applicable law or decisionany document or any other circumstance whatsoever and (c) the fact that any such Liens in favor of any Senior Secured Party securing any of the Senior Secured Debt Obligations are (i) subordinated to any Lien securing any other obligation of any Senior Secured Party or (ii) otherwise subordinated, voided, avoided, invalidated or lapsed. In the event that any Subordinated Party becomes a judgment lien creditor as a result of its enforcement of its rights hereunder or under any Subordinated Note Documents (whether or not in violation of this Agreement), such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens securing the Senior Secured Debt Obligations) to the same extent as all other Liens securing the Subordinated Obligations. Liens on the Senior Secured Collateral shall be and remain senior in all respects and prior to all Liens on the Subordinated Collateral for all purposes, whether or not such Liens securing any such Senior Secured Debt Obligations are subordinated to any Lien securing any other obligation of the Debtors or any other Person.Payments Held in Trust. All payments or distributions upon or with respect to the Subordinated Note or any other Subordinated Obligations which are received by the Subordinated Lender contrary to the provisions of this Agreement shall be received in trust for the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part benefit of the Collateral, (i) all now existing Senior Secured Parties and hereafter arising security interests of [A/R Lender] in any A/R Facility shall be paid over to Senior Collateral shall at all times Agent in the same form as so received (with any necessary endorsement) to be senior to applied (in the security interests case of CRG in such A/R Facility cash) to, or held as Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Secured Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoingfor, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge payment or dispute the validity, attachment, perfection, priority or enforceability performance of the other Creditor’s security interest Senior Secured Debt Obligations in accordance with the Common Collateral, or the validity, priority or enforceability terms of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralSecured Debt Documents. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and [neither the Borrower nor any obligor Obligor shall grant][Borrower shall not grant], any security interest to the [A/R Lender Lender] in the CRG Senior Collateral. (b) Each Creditor herebyof [A/R Lender] and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (i) With respect to any Liens on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount, and (ii) with respect to the provisions in any ABL Intercreditor Agreement subordinating the Liens on the Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Collateral securing the Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any court of competent jurisdiction in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the parties to such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of the relevant face amount) of the then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) or Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account), as applicable; provided that upon the occurrence of an event with respect to Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and to the extent such event is applicable to the Canadian Borrower, the Canadian Borrower shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the contrary herein or in any Loan Document, all rights and remedies hereunder and under any other Loan Document or at law or equity, including all remedies provided under the UCC or the PPSA, shall be exercised exclusively by the Administrative Agent for the benefit of the Secured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or the PPSA. ARTICLE VIII THE ADMINISTRATIVE AGENT Each of the Lenders and the Issuing Banks hereby irrevocably appoints Barclays (or any successor appointed pursuant hereto) as Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any subsidiary of any Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) Notwithstanding the respective dates Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of attachment whether a Default or perfection Event of Default exists, and the use of the security interests term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of CRG any applicable law; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and which the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Lead Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders or any other Secured Party for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the relevant circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Lead Borrower or any Lender, and the security interests Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of [A/R Lender]any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any contrary provision other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the UCC, or any applicable law or decision, Collateral or the provisions of the Credit Documentsexistence, and irrespective of whether [A/R Lender] value or CRG holds possession of all or any part sufficiency of the Collateral, (ivi) all now existing and hereafter arising security interests the satisfaction of [A/R Lender] any condition set forth in Article IV or elsewhere in any A/R Facility Senior Collateral shall at all times Loan Document, other than to confirm receipt of items expressly required to be senior delivered to the security interests Administrative Agent or (vii) any property, book or record of CRG any Loan Party or any Affiliate thereof. If any Lender acquires knowledge of the existence of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in such A/R Facility Senior Collateralwriting. Each Lender agrees that, and (ii) all now existing and hereafter arising security interests except with the written consent of CRG in the Administrative Agent, it will not take any CRG Senior Collateral shall enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at all times be senior to any interestsforeclosure sale, including UCC or PPSA sale, any sale under Section 363 of the security interests Bankruptcy Code or other similar Dispositions of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the [A/R Obligations held by such Lender] agrees and acknowledges that it shall not receive, and neither including the Borrower nor any obligor shall grant, any security interest filing of a proof of claim in a case under the Bankruptcy Code. Notwithstanding anything to the A/R Lender contrary contained herein or in any of the CRG Senior Collateral. (b) Each Creditor hereby: other Loan Documents, Holdings, the Borrowers, the Administrative Agent and each Secured Party agree that (i) acknowledges no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents; it being understood and consents agreed that all powers, rights and remedies hereunder shall be exercised solely and exclusively by, the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the other Loan Documents shall be exercised solely and exclusively by, the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) [Borrower][each Obligor] granting the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the other Creditor Obligations as a security interest in credit on account of the Common purchase price for any Collateral of payable by the Administrative Agent at such other Creditor, Disposition and (B) the other Creditor filing Administrative Agent or any and Lender may be the purchaser or licensor of any or all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest of such Collateral at any such Disposition. No holder of any Secured Hedging Obligation or Secured Banking Services Obligation in its Common Collateral, and respective capacity as such shall have any rights in connection with (Ci) [Borrower’s][each Obligor’s] entry into the Credit Documents to which management or release of any Collateral or of the other Creditor is a party. obligations of any Loan Party under this Agreement or (ii) acknowledgesany waiver, agrees and covenantsconsent, notwithstanding Section 2(c) but subject modification or any amendment with respect to Section 5, that it shall not contest, challenge this Agreement or dispute the validity, attachment, perfection, priority or enforceability any other Loan Document. Each of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt Lenders hereby irrevocably authorizes (and notwithstanding anything in this by entering into a Hedge Agreement with respect to the contrary, [A/R Lender] shall not file or join in any motion or pleading Secured Hedging Obligation and/or by entering into documentation in connection with any Insolvency Proceeding or Banking Services Obligation, each of the other Secured Parties hereby authorizes and shall be deemed to authorize) the Administrative Agent, on behalf of all Secured Parties to take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.following actions upon the instruction of the Required Lenders:

Lien Subordination. (a) Notwithstanding The Subordinated Debt shall be unsecured and the respective dates of attachment or perfection Company shall not grant any Liens to secure any of the security interests of CRG Subordinated Debt. To the extent any Lien is ever granted, the Senior Debt, the Securities Purchase Agreements and the other Transaction Documents and any and all other documents and instruments evidencing or creating the Senior Debt and all guaranties, mortgages, security interests of [A/R Lender]agreements, pledges and other collateral guarantying or any contrary provision of securing the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral thereof shall at all times be senior to the security interests Subordinated Debt and the Subordinated Documents irrespective of CRG in such A/R Facility Senior Collateralthe time of the execution, and (ii) all now existing and hereafter arising security interests delivery or issuance of CRG in any CRG Senior Collateral shall at all times be senior thereof or the filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any intereststhereof. Each Subordinated Creditor hereby agrees, including upon request of the Senior Creditors at any time and from time to time, to execute such other documents or instruments as may be requested by the security interests Senior Creditors further to evidence of [A/R Lender] in public record or otherwise the senior priority of the Senior Debt as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such CRG notations as the Senior Collateral. Notwithstanding Creditors may reasonably request to reflect the foregoing, subordination contemplated hereby and to perfect or preserve the [A/R Lender] agrees and acknowledges that it shall not receive, and neither rights of the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior CollateralCreditors hereunder. (b) Each Subordinated Creditor hereby: agrees that, within two (i2) acknowledges days following the Senior Creditors’s written request therefor, such Subordinated Creditor will execute, deliver and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing file any and all financing statements such termination statements, mortgage discharges, lien releases and other documents agreements and instruments as the Senior Creditors reasonably deemed deem necessary by the other Creditor or appropriate in order to perfect its security interest in its Common Collateralgive effect to the preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Senior Creditors, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledgestheir respective successors and assigns, agrees and covenantstheir respective officers, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability with full power of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Propertysubstitution, the proceeds thereoftrue and lawful attorney(s) of such Subordinated Creditor for the purpose of effecting any such executions, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests deliveries and liens are applicable only filings if and to the extent that such security interests and liens are enforceable, perfected and Subordinated Creditor shall have not been avoided; if a security interest or lien is judicially determined failed to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to perform such security interest or lien obligations pursuant to the extent that it is avoided or determined to be unenforceable. Nothing in foregoing provisions of this Section 2(c8(b) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretowithin such period.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and 137168310 v21 acknowledges that it shall not receive, and [neither the Borrower nor any obligor Obligor shall grant][Borrower shall not grant], any security interest to the [A/R Lender Lender] in the CRG Senior Collateral. (b) Each Creditor herebyof [A/R Lender] and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG CR and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG CR holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG CR in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG CR in any CRG CR Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG CR Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party.; and (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5), that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding The Subordinated Debt shall be unsecured and the respective dates of attachment or perfection Company shall not grant any Liens to secure any of the security interests of CRG Subordinated Debt. To the extent any Lien is ever granted, the Senior Debt, the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or creating the Senior Debt and all guaranties, mortgages, security interests of [A/R Lender]agreements, pledges and other collateral guarantying or any contrary provision of securing the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral thereof shall at all times be senior to the security interests Subordinated Debt and the Subordinated Documents irrespective of CRG in such A/R Facility Senior Collateralthe time of the execution, and (ii) all now existing and hereafter arising security interests delivery or issuance of CRG in any CRG Senior Collateral shall at all times be senior thereof or the filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any intereststhereof. Each Subordinated Creditor hereby agrees, including upon request of the Collateral Agent or any Senior Creditor at any time and from time to time, to execute such other documents or instruments as may be requested by the security interests Collateral Agent or such Senior Creditor further to evidence of [A/R Lender] in public record or otherwise the senior priority of the Senior Debt as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such CRG notations as the Senior Collateral. Notwithstanding Creditors may reasonably request to reflect the foregoing, subordination contemplated hereby and to perfect or preserve the [A/R Lender] agrees rights of the Collateral Agent and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior CollateralCreditors hereunder. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among Without limiting any of the parties hereto.rights of the Collateral Agent or any Senior Creditor under the Securities Purchase Agreement, the other Transaction Documents, as applicable, or applicable law, in the event that the Senior Creditors or the Collateral Agent release or discharge any guaranties of the Senior Debt given by guarantors which have also guarantied any of the Subordinated Debt or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing any of the Subordinated Debt, such guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the applicable Subordinated

Lien Subordination. (a) Notwithstanding Bank Security Interests in the respective dates of attachment or perfection Collateral securing Senior Debt shall be senior and prior in right to the Security Interests. The Trustee and each Holder acknowledge that the rights of the security interests Bank Lenders in respect of CRG and Senior Debt to receive proceeds from the security interests of [A/R Lender], or any contrary provision disposition of the UCC, or any applicable law or decision, or Collateral is senior to the provisions rights of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part Holders to receive proceeds from the disposition of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] . Bank Security Interests in any A/R Facility the Collateral securing Senior Collateral shall at all times be senior to Subordinated Debt are PARI PASSU with the security interests of CRG in such A/R Facility Senior CollateralSecurity Interests, and (ii) all now existing and hereafter arising security interests the rights of CRG Bank Lenders in any CRG respect of Senior Subordinated Debt to receive proceeds from the disposition of the Collateral shall at all times be senior is PARI PASSU with the rights of the Holders to any interests, including any receive proceeds from the security interests disposition of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting The priorities set forth in this Section 4.6 are applicable irrespective of the order of creation, attachment or perfection of any Liens or security interests or any priority that might otherwise be available to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual PropertyHolders, the proceeds thereofTrustee, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralBank Lender under the applicable law. (c) Subject to The priorities set forth in this Section 2(b)(ii)4.6 are premised upon the assumption that the Bank Security Interests are duly and properly created and perfected and are not avoidable for any reason. Accordingly, the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests (but only for so long as) any Bank Security Interests are not duly and liens properly created and perfected or are enforceableavoidable for any reason, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, then the priorities subordinations provided for herein in this Section 4.6 shall not be available effective as to the particular Collateral subject to such security interest or lien Bank Security Interests; provided, however, that the Trustee and each Holder, by accepting a Security, agree not to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereofcontest, or to bring (or voluntarily join in) any action or proceeding for the purpose of contesting the validity, perfection or priority (as herein provided) of, or seeking to avoid, any other agreements among Bank Security Interests, and provided further, that nothing herein shall be deemed or construed to prevent any of the parties heretoBank Lender from commencing an action or proceeding to assert any right or claim it may have arising under or in connection with any Collateral Documents.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and [neither the Borrower nor any obligor Obligor shall grant][Borrower shall not grant], any security interest to the [A/R Lender Lender] in the CRG Senior Collateral. (b) Each Creditor herebyof [A/R Lender] and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 55 , that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii)) , the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests The Liens on the Collateral securing the First Priority Secured Obligations ceasing to have senior “first priority” status with respect to Liens on the Collateral securing any Junior Lien Indebtedness with an aggregate principal amount outstanding in excess of [A/R Lender] in the Threshold Amount pursuant to any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateralapplicable Acceptable Intercreditor Agreement, and (ii) all now existing and hereafter arising security interests of CRG with respect to the provisions in any CRG Senior Acceptable Intercreditor Agreement subordinating the Liens on the Collateral shall at all times be senior to securing any interests, including any Junior Lien Indebtedness with an aggregate principal amount outstanding in excess of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest Threshold Amount to the A/R Lender in Liens on the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to Collateral securing the First Priority Secured Obligations, (A) [Borrower][each Obligor] granting to any Loan Party contests in writing the other Creditor a security interest in the Common Collateral of such other Creditorvalidity or enforceability thereof, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor court of competent jurisdiction in order a final non-appealable order, determines such subordination provisions to perfect its security interest in its Common Collateralbe invalid or unenforceable, and or (C) [Borrower’s][each Obligor’s] entry into such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Credit Documents parties to which such Acceptable Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the other Creditor is a party. Borrower described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate any Additional Commitments and thereupon such Additional Commitments shall terminate immediately and (ii) acknowledgesdeclare the Loans then outstanding to be due and payable in whole (or in part, agrees in which case any principal not so declared to be due and covenantspayable may thereafter be declared to be due and payable), notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute and thereupon the validity, attachment, perfection, priority or enforceability principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other Creditor’s Claim. For notice of any kind, all of which are hereby waived by the avoidance Borrower; provided that upon the occurrence of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein an event with respect to security interests Holdings or the Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Commitments shall automatically terminate and liens the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are applicable only hereby waived by the Borrower. Notwithstanding anything to the extent that such security interests contrary herein or in any Loan Document, all rights and liens are enforceableremedies hereunder and under any other Loan Document or at law or equity, perfected including all remedies provided under the UCC, shall be exercised exclusively by the Administrative Agent for the benefit of the Secured Parties. Upon the occurrence and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofduring the continuance of an Event of Default, the priorities Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided for herein shall not be available to such security interest or lien to the extent that it is avoided Administrative Agent under the Loan Documents or determined to be unenforceable. Nothing in this Section 2(c) affects at law or equity, including all remedies provided under the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoUCC.

Lien Subordination. (a) Notwithstanding The Subordinated Debt shall be unsecured and the respective dates of attachment or perfection Company shall not grant any Liens to secure any of the security interests of CRG Subordinated Debt. To the extent any Lien is ever granted, the Senior Debt, the Securities Purchase Agreement and the other Transaction Documents and any and all other documents and instruments evidencing or creating the Senior Debt and all guaranties, mortgages, security interests of [A/R Lender]agreements, pledges and other collateral guarantying or any contrary provision of securing the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral thereof shall at all times be senior to the security interests Subordinated Debt and the Subordinated Documents irrespective of CRG in such A/R Facility Senior Collateralthe time of the execution, and (ii) all now existing and hereafter arising security interests delivery or issuance of CRG in any CRG Senior Collateral shall at all times be senior thereof or the filing or recording for perfection of any thereof or the filing of any financing statement or continuation statement relating to any intereststhereof. Each Subordinated Creditor hereby agrees, including upon request of the Collateral Agent or any Senior Creditor at any time and from time to time, to execute such other documents or instruments as may be requested by the security interests Collateral Agent or such Senior Creditor further to evidence of [A/R Lender] in public record or otherwise the senior priority of the Senior Debt as contemplated hereby. Each Subordinated Creditor further agrees to maintain on its books and records such CRG notations as the Senior Collateral. Notwithstanding Creditors may reasonably request to reflect the foregoing, subordination contemplated hereby and to perfect or preserve the [A/R Lender] agrees rights of the Collateral Agent and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior CollateralCreditors hereunder. (b) Each Without limiting any of the rights of the Collateral Agent or any Senior Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to under the Securities Purchase Agreement, the other Creditor a security interest Transaction Documents, as applicable, or applicable law, in the Common event that the Senior Creditors or the Collateral Agent release or discharge any guaranties of the Senior Debt given by guarantors which have also guarantied any of the Subordinated Debt or any security interests in, or mortgages or liens upon, any collateral securing the Senior Debt and also securing any of the Subordinated Debt, such other guarantors or (as the case may be) such collateral shall thereupon be deemed to have been released from all such guaranties or security interests, mortgages or liens in favor of the applicable Subordinated Creditor. Each Subordinated Creditor agrees that, within ten (B10) days following the other Collateral Agent’s written request therefor, such Subordinated Creditor filing will execute, deliver and file any and all financing statements such termination statements, mortgage discharges, lien releases and other documents agreements and instruments as the Collateral Agent reasonably deemed deems necessary by the other Creditor or appropriate in order to perfect its security interest in its Common Collateralgive effect to the preceding sentence. Each Subordinated Creditor hereby irrevocably appoints the Collateral Agent, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledgesits successors and assigns, agrees and covenantstheir respective officers, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability with full power of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Propertysubstitution, the proceeds thereoftrue and lawful attorney(s) of such Subordinated Creditor for the purpose of effecting any such executions, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests deliveries and liens are applicable only filings if and to the extent that such security interests and liens are enforceable, perfected and Subordinated Creditor shall have not been avoided; if a security interest or lien is judicially determined failed to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to perform such security interest or lien obligations pursuant to the extent that it is avoided or determined to be unenforceable. Nothing in foregoing provisions of this Section 2(c8(b) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretowithin such ten (10) day period.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, Subordinated Creditor hereby unconditionally agrees that: (i) all now existing and hereafter arising security interests Liens of [A/R Lender] Subordinated Creditor in any A/R Facility Senior Collateral property of either Obligor shall at all times be senior and hereby are subordinated to the security interests of CRG in such A/R Facility Senior CollateralLiens, and (ii) other than as set forth in Section 2.7(b), Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all now existing the Senior Indebtedness shall have been fully paid and hereafter arising security interests satisfied and the Security Agreement has been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of CRG in Senior Creditor, be permitted to take any CRG Senior Collateral shall at all times be senior action to foreclose, repossess, marshal, control or exercise any remedies with respect to any interests, including any the security interests property of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding either Obligor or take any other action seeking to recharacterize which would interfere with or impair the Senior Liens or the rights of Senior Creditor against either Obligor’s property, until the payment in full of the Senior Indebtedness and the termination of the Security Agreement. Notwithstanding the date, manner or order of grant, attachment or perfection of any Intellectual PropertyLiens or any Senior Liens, and notwithstanding any provision of the proceeds thereof, UCC or any other CRG applicable law or the provisions of any Subordinated Debt Document or any other Senior Collateral Debt Document or proceeds thereof as A/R Facility any other circumstance whatsoever, Subordinated Creditor, hereby agrees that (a) any Senior Collateral. Liens now or hereafter held by or for the benefit of Senior Creditor shall be senior in right, priority, operation, effect and all other respects to any and all Subordinated Creditor Liens and (cb) Subject any Subordinated Creditor Lien now or hereafter held by or for the benefit of any Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to Section 2(b)(iiany and all Senior Liens. The Senior Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Subordinated Creditor Liens for all purposes, whether or not any Senior Liens are subordinated in any respect to any other Lien securing any other obligation of either Obligor, any other grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise deficient in any manner. Each of Senior Creditor and Subordinated Creditor, agrees that it will not, and hereby waives any right to, directly or indirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the priorities priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided for herein with respect that nothing in this Agreement shall be construed to security interests prevent or impair the rights of Senior Creditor to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and liens are applicable only agrees to the extent that such security interests and liens are enforceableprovisions of this paragraph, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien notwithstanding anything to the extent that it contrary in any document to which such Obligor is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoa party.

Lien Subordination. Notwithstanding (ai) Notwithstanding the respective dates date, time, method, manner or order of attachment grant, attachment, or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to Senior Agent (or any contrary Senior Lender) or Junior Agent (or any Junior Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Senior Agent (or any Senior Lender) or Junior Agent (or any Junior Lender) in any Collateral, (iii) any provision of the UCC, or any other applicable law or decisionlaw, any of the Senior Loan Documents or the provisions of the Credit Junior Loan Documents, and (iv) except to the extent set forth below, irrespective of whether [A/R Lender] the Liens securing the Senior Loan Documents are valid, enforceable, void, avoidable, subordinated, disputed or CRG holds possession allowed, or (v) except to the extent set forth below, any other circumstance whatsoever, Senior Agent, on behalf of itself and the Senior Lenders, and Junior Agent, on behalf of itself and the Junior Lenders, hereby agree that: (1) any Lien in respect of all or any part portion of the CollateralCollateral now or hereafter held by or on behalf of Junior Agent or any Junior Lender that secures all or any portion of the Junior Indebtedness, shall in all respects be junior and subordinate to all Liens granted to Senior Agent and the Senior Lenders in the Collateral to secure all or any portion of the Senior Indebtedness up to the Maximum Priority Senior Loan Amount except to the extent that such Liens of Senior Agent and the Senior Lenders are invalid, unenforceable, void, avoidable, subordinated, disputed or not allowed as a result of any action taken by Senior Agent, or any failure by Senior Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage, intellectual property filing or other perfection document, and (2) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Senior Agent or any Senior Lender that secures all or any portion of the Senior Indebtedness up to the Maximum Priority Senior Loan Amount shall in all respects be senior and prior to all Liens granted to Junior Agent and the Junior Lenders in the Collateral to secure all or any portion of the Junior Indebtedness except to the extent that such Liens of Senior Agent and the Senior Lenders are invalid, unenforceable, void, avoidable, subordinated, disputed or not allowed as a result of any action taken by Senior Agent, or any failure by Senior Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage, intellectual property filing or other perfection document. Notwithstanding the foregoing and any other provision to the contrary contained in this Agreement, (i) the subordination of Liens provided for in this Agreement shall not be effective on any date with respect to any part of the Collateral in which the Liens of Senior Agent and the Senior Lenders are invalid, unenforceable, void, avoidable, subordinated, disputed or not allowed as a result of any action taken by Senior Agent, or any failure by Senior Agent to take any action, with respect to any financing statement (including any amendment to or continuation thereof), mortgage, intellectual property filing or other perfection document, in which event Junior Agent and the Junior Lenders shall be entitled to receive and retain all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Proceeds with respect to such Collateral shall at all times be senior to the security interests extent the Liens of CRG in Junior Agent and the Junior Lenders are valid, enforceable, not void, not avoidable, not subordinated, not disputed and allowed with respect to such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein except with respect to security interests Permitted Liens (as defined in the Original Senior Credit Agreement) and liens are applicable only except as expressly provided in Section 2.e, Senior Agent and the Senior Lenders agree not to contractually subordinate, or otherwise contractually relinquish the benefits of, their Lien in any Collateral to the extent that such security interests and liens are enforceableLien, perfected and have not been avoided; if a security interest indebtedness or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or claim of any other agreements among any creditor of the parties heretoBorrowers or any Obligor without the prior written consent of Junior Agent and the Junior Lenders.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/A/ [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and [neither the Borrower nor any obligor Obligor shall grant][Borrower shall not grant], any security interest to the [A/R Lender Lender] in the CRG Senior Collateral. (ba) Each Creditor herebyof [A/R Lender] and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (cb) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection Each holder of the security interests Note hereby agrees that any Lien that it may now or hereafter have in the Collateral is subject and subordinate, to the extent and in the manner provided herein, to any Liens that the Agent or the holder(s) of CRG the Bank Indebtedness may now or hereafter have in the Collateral to secure the Bank Indebtedness. Each holder of the Note agrees that, except as otherwise provided in Section 4.4 hereof, they shall have no right to undertake any Enforcement Action with respect to any of the Collateral, unless and until all of the holder(s) of Bank Indebtedness shall have been paid in full and the security interests of [A/R Lender]commitments thereunder and the commitments, or any contrary provision if any, of the UCC, or any applicable law or decision, holders of the Senior Indebtedness to extend credit accommodations to Quantum or the provisions Company have expired (and in any event subject to the limitations set forth in Section 4.4 hereof with respect to any Enforcement Action taken in connection with any Insolvency Proceeding). (b) Notwithstanding any Lien in the Collateral now or hereafter acquired by any holder of the Credit DocumentsNote, the holder(s) of the Bank Indebtedness may take possession of, sell, dispose of, and irrespective of whether [A/R Lender] or CRG holds possession of otherwise deal with all or any part of the Collateral, and may enforce any right or remedy available to it with respect to the Collateral, all without notice to or consent of the holder(s) of the Note except as specifically required by applicable law. Without limiting the generality of the foregoing, if (i) all now existing and hereafter arising security interests of [A/R Lender] the Company or any other Person that has granted a Lien in any A/R Facility Senior Collateral shall at all times be senior intends to sell or otherwise dispose of any Collateral to an unrelated third party outside the ordinary course of business, (ii) the holder(s) of Bank Indebtedness has consented to such sale or disposition and has given written notice thereof to the security interests holder(s) of CRG the Note, (iii) the holder(s) of the Note have failed, within fifteen (15) days after receipt of such notice, to purchase for cash the Bank Indebtedness in such A/R Facility Senior Collateralaccordance with Article XII hereof, and (iiiv) all now existing and hereafter arising security interests the holder(s) of CRG the Bank Indebtedness has applied the net cash proceeds of such sale or disposition to the holder(s) of the Bank Indebtedness in accordance with clause (c) below, each holder of the Note shall be deemed to have consented to such sale or disposition, to have released any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] Lien it may have in such CRG Senior Collateral. Notwithstanding Collateral and to have authorized the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest Agent or its agents to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents file partial releases with respect to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject The holder(s) of the Senior Indebtedness shall have no duty to Section 2(b)(ii)preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the priorities provided for herein Collateral, and in no event shall the holder(s) of the Senior Indebtedness be deemed to be any holder of the Note’s agent with respect to security interests and liens are applicable only the Collateral. All proceeds received by the holder(s) of the Senior Indebtedness with respect to any Collateral shall be applied by the holder(s) of the Senior Indebtedness to the extent Senior Indebtedness secured by such Collateral in such order of application as the holder(s) of the Senior Indebtedness may choose. (d) Notwithstanding anything to the contrary in the Note or the Purchase Agreement, unless and until all of the holder(s) of the Senior Indebtedness shall have been paid in full and the commitments, if any, of the holders of the Bank Indebtedness to extend credit accommodations to Quantum or the Company have expired, no holder of the Note shall request or require that the Company or any other Person that has granted a Lien in any Collateral (i) obtain from any bailee holding any item of Collateral any acknowledgement or other document confirming that such bailee holds such collateral for the benefit of any holder of the Note, (ii) obtain from any securities intermediary, letter of credit issuer, depository bank or other party holding or issuing any item of Collateral, any control agreements, (iii) deliver to any holder of the Note any instruments or documents comprising Collateral or endorsements or assignments of same, (iv) obtain possession of or arrange to have the holder of the Note’s Lien noted on any motor vehicle titles, (v) obtain waivers from any landlords or mortgagees of any property where any inventory or equipment constituting Collateral is located, (vi) record with the United States Patent and Trademark Office or the United States Copyright Office any collateral assignments of, or security interests and liens are enforceable, perfected and have not been avoided; if agreements granting or reflecting a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims in, any registered intellectual property owned by the Company or any part thereofother Person that has granted a Lien in any Collateral, the priorities provided for herein shall not be available to such security interest or lien (vii) establish or deposit any amounts into any deposit account, collateral account or lockbox owned by or relating to the extent that it is avoided Company or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among Person that has granted a Lien in any of the parties heretoCollateral.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests With respect to any Liens on the ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior CollateralThreshold Amount, and (ii) all now existing and hereafter arising security interests of CRG with respect to the provisions in any CRG Senior ABL Intercreditor Agreement subordinating the Liens on the Collateral shall at all times be senior to securing Indebtedness outstanding under any interestsTerm Facility or any Junior Lien Indebtedness, including any in each case, with an aggregate principal amount outstanding in excess of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest Threshold Amount to the A/R Lender in Liens on the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to Collateral securing the Secured Obligations, (A) [Borrower][each Obligor] granting to any Loan Party contests in writing the other Creditor a security interest in the Common Collateral of such other Creditorvalidity or enforceability thereof, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor court of competent jurisdiction in order a final non-appealable order, determines such subordination provisions to perfect its security interest in its Common Collateralbe invalid or unenforceable, and or (C) [Borrower’s][each Obligor’s] entry into such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Credit Documents parties to which such ABL Intercreditor Agreement, then, and in every such event (other than an event with respect to Holdings or the other Creditor is a party. Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments and thereupon such Commitments or Additional Revolving Commitments shall terminate immediately, (ii) acknowledgesdeclare the Revolving Loans then outstanding to be due and payable in whole (or in part, agrees in which case any principal not so declared to be due and covenantspayable may thereafter be declared to be due and payable), notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute and thereupon the validity, attachment, perfection, priority or enforceability principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Creditor’s security interest obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US Borrower deposit in the Common CollateralUS LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, or an additional amount in Cash as reasonably requested by the validity, priority or enforceability Issuing Banks (not to exceed 101% of the other Creditor’s Claim. For relevant face amount) of the avoidance of doubt and notwithstanding anything then outstanding US LC Exposure (minus the amount then on deposit in this Agreement to the contrary, [A/R Lender] shall not file US LC Collateral Account) or join Canadian LC Exposure (minus the amount then on deposit in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Canadian LC Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(iiAccount), as applicable; provided that upon the priorities provided for herein occurrence of an event with respect to security interests Holdings or any Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US Borrower and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien event is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien applicable to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.Canadian

Lien Subordination. Notwithstanding (ai) Notwithstanding the respective dates date, time, method, manner or order of attachment grant, attachment, or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to Senior Lien Agent (or any contrary Senior Lien Lender) or Junior Lien Agent (or any Junior Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of Senior Lien Agent (or any Senior Lien Lender) or Junior Lien Agent (or any Junior Lien Lender) in any Collateral, (iii) any provision of the UCC, or any other applicable law or decisionlaw, any of the Senior Lien Loan Documents or the provisions of the Credit Junior Lien Loan Documents, and (iv) irrespective of whether [A/R Lender] the Liens securing the Senior Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or CRG holds possession allowed, or (v) any other circumstance whatsoever, the Senior Lien Agent , on behalf of itself and the Senior Lien Lenders, and Junior Lien Agent, on behalf of itself and the Junior Lien Lenders, hereby agree that: (1) any Lien in respect of all or any part portion of the CollateralCollateral now or hereafter held by or on behalf of Junior Lien Agent or any Junior Lien Lender that secures all or any portion of the Junior Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to Senior Lien Agent and the Senior Lien Lenders in the Collateral to secure all or any portion of the Senior Lien Indebtedness, and (i2) any Lien in respect of all or any portion of the Collateral now existing and or hereafter arising security interests held by or on behalf of [A/R Lender] Senior Lien Agent or any Senior Lien Lender that secures all or any portion of the Senior Lien Indebtedness shall in any A/R Facility Senior Collateral shall at all times respects be senior and prior to all Liens granted to Junior Lien Agent and the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender Junior Lien Lenders in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents Collateral to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing secure all or any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability portion of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralJunior Lien Indebtedness. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor Obligor shall grant, any security interest to the [A/R Lender Lender] in the CRG Senior Collateral. (b) Each Creditor herebyof [A/R Lender] and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] each Obligor granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each each Obligor’s] ’s entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or method of grant, attachment or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to any Second Priority Representative or any contrary Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Debt Document or any part defect or deficiencies in the Liens or other circumstance whatsoever (including any non-perfection of any Lien to secure the CollateralFirst Lien Inventory Financing Obligations), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (i) all any Lien on (or any purchase money security interest with respect to) the Shared Collateral securing or purporting to secure any Senior Obligations now existing or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior in all respects and prior to any Lien on the security interests of CRG in such A/R Facility Senior Collateral, Shared Collateral securing or purporting to secure any Second Priority Debt Obligations and (ii) any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by ▇▇▇▇▇, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all now existing respects to all Liens on the Shared Collateral securing or purporting to secure any Senior Obligations. All Liens on the Shared Collateral securing or purporting to secure any Senior Obligations shall be and hereafter arising security interests of CRG remain senior in all respects and prior to all Liens on the Shared Collateral securing or purporting to secure any CRG Second Priority Debt Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Collateral shall at all times be senior Obligations are subordinated to any interests, including Lien securing any other obligation of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grantCompany, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, Grantor or any other CRG Senior Collateral Person or proceeds thereof as A/R Facility Senior Collateralotherwise subordinated, voided, avoided, invalidated or lapsed. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, method, manner or order of grant, attachment or perfection of the security interests any Junior Lien in respect of CRG any Collateral or of any Senior Lien in respect of any Collateral and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCC, or any applicable law (including the Bankruptcy Code), any Loan Document, any alleged or decision, actual defect or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] deficiency in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, any failure to attach or (if required under any Loan Document) perfect any Lien created under any Loan Document or any other circumstance whatsoever, each Junior Representative, on behalf of the [A/R Lender] respective Junior Secured Parties, in respect of such Collateral hereby agrees and acknowledges that it shall not receivethat: (a) any Senior Lien in respect of such Collateral, and neither the Borrower nor any obligor shall regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any security interest Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to the A/R Lender in the CRG Senior Collateral.any Lien securing any other obligation); and (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest any Junior Lien in the Common Collateral respect of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents subordinate in all respects to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability any Senior Lien in respect of the other Creditor’s security interest in the Common such Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt doubt, as between the ABL Secured Parties and notwithstanding anything in this Agreement the other Secured Parties, the Lien on the Collateral securing the ABL Obligations (other than Excess ABL Obligations) shall always be senior to the contraryLien on the Collateral securing the Term Obligations, [A/R Lender] Convertible Note Indenture Obligations and Excess ABL Obligations and (ii) the Lien on the Collateral securing the Excess ABL Obligations shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any always be junior to the Lien on the Collateral securing the ABL Obligations (other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(iithan Excess ABL Obligations), the priorities provided for herein with respect to security interests Term Obligations, and liens are applicable only the Convertible Note Obligations. For the avoidance of doubt, (A) as between the Term Secured Parties and the other Secured Parties, the Lien on the Collateral securing the Term Obligations shall be (i) senior to the extent that such security interests Lien on the Collateral securing the Convertible Note Indenture Obligations and liens are enforceable, perfected the Excess ABL Obligations and have not been avoided; if a security interest or lien is judicially determined (ii) junior to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofthe Lien on the Collateral securing the ABL Obligations (other than Excess ABL Obligations)and (B) as between the Convertible Note Secured Parties and the other Secured Parties, the priorities provided for herein Lien on the Collateral securing the Convertible Note Indenture Obligations shall not be available to such security interest or lien (i) junior to the extent that it is avoided or determined Lien on the Collateral securing the ABL Obligations (other than the Excess ABL Obligations) and the Term Obligations and (ii) senior to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of Lien on the parties heretoCollateral securing the Excess ABL Obligations.

Lien Subordination. (a) Notwithstanding the respective dates date, manner or order of grant, attachment or perfection of any Liens granted to the security interests of CRG Collateral Agent for the Term Loan Agent and the security interests Term Lenders on the Collateral or of [A/R Lender], or any contrary Liens granted to the Collateral Agent for the benefit of the Revolving Credit Agent and the Revolving Credit Lenders on the Collateral and notwithstanding any provision of the UCC, or any applicable law or decision, the Credit Documents or the provisions any other circumstance whatsoever and notwithstanding that all of the Secured Obligations are secured by a single set of Collateral Documents in favor of all of the Secured Parties rather than separate security documents senior and subordinated as applicable to the relative priorities set forth herein in favor of each class of Secured Parties, the Term Loan Agent, on behalf of itself and the Term Lenders, hereby agrees that: (a) any Lien on the Collateral securing any Revolving Credit DocumentsObligations (subject to the limitation set forth in Section 3.04) now or hereafter held by or on behalf of the Revolving Credit Agent or any Revolving Credit Lenders or any agent or trustee therefore or any other holder of Revolving Credit Obligations shall be senior in all respects and prior to any Lien on the Collateral securing any of the Term Loan Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Term Loan Agent or any Term Lenders or any agent or trustee therefor in respect of the Term Loan Obligations regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing such Revolving Credit Obligations. All Liens on the Collateral securing any Revolving Credit Obligations (subject to the limitation set forth in Section 3.04) shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any Revolving Credit Obligations are subordinated to any Lien securing any other obligation of the Borrower or any other Obligor. Each of the parties hereto acknowledges and agrees that use of the Collateral Documents rather than separate security documents is for the convenience of the Secured Parties only and, except as provided in this Agreement, is not intended and will not be construed or given effect to limit, abridge or otherwise affect the rights, powers and privileges which the Revolving Credit Agent and the Revolving Credit Lenders, on the one hand, and irrespective the Term Loan Agent and the Term Lenders, on the other hand, would have possessed and/or enjoyed, as the owners and holders, as a class, of whether [A/R Lender] or CRG holds possession of a separate, first and unsubordinated Lien upon all or any part of the Collateral, (i) in the case of the holders of the Revolving Credit Obligations, and a separate, second Lien upon all now existing of the Collateral, in the case of the holders of the Term Loan Obligations. The Term Loan Agent hereby acknowledges and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior agrees that the Revolving Credit Agent and the Revolving Credit Lenders would not have agreed to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender Revolving Credit Agreement in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability absence of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability execution and delivery of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of by the parties hereto.

Lien Subordination. (a) Notwithstanding These Notes and the respective dates of attachment or perfection Subsidiary Guarantees are secured by Second-Priority Liens upon the Collateral pursuant to certain Security Documents. The Second-Priority Liens upon any and all Collateral are, to the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to all present and future First-Priority Liens as set forth in Article Ten of the security interests of CRG Indenture and in the security interests of [A/R Lender], or Intercreditor Agreement. Casella will furnish to any contrary provision Holder upon written request and without charge a copy of the UCCIndenture. I or we assign and transfer this Note to (Print or type name, address and zip code of assignee or transferee) (Insert Social Security or other identifying number of assignee or transferee) and irrevocably appoint agent to transfer this Note on the books of Casella. The agent may substitute another to act for him. Dated: Signed: (Sign exactly as name appears on the other side of this Note) Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) In connection with any applicable law or decision, or transfer of this Note occurring prior to the provisions date which is the earlier of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests the date of [A/R Lender] in any A/R Facility Senior Collateral the declaration by the Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been suspended or terminated at all times be senior to the security interests date of CRG in such A/R Facility Senior Collateral, the transfer) and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoingdate this Note becomes Freely Tradable, the [A/R Lender] agrees and acknowledges undersigned confirms that it shall has not receive, and neither the Borrower nor utilized any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge general solicitation or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading general advertising in connection with any Insolvency Proceeding the transfer: [Check One] (1) o to Casella or take any other action seeking a subsidiary thereof; or (2) o pursuant to recharacterize any Intellectual Propertyand in compliance with Rule 144A under the Securities Act; or (3) o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or (4) o outside the United States to a “foreign purchaser” in compliance with Rule 904 of Regulation S under the Securities Act; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or (6) o pursuant to an effective registration statement under the Securities Act; or (7) o pursuant to another available exemption from the registration statement requirements of the Securities Act of 1933; and unless the box below is checked, the proceeds undersigned confirms that such Note is not being transferred to an “affiliate” of Casella as defined in Rule 144 under the Securities Act (an “Affiliate”): o The transferee is an Affiliate of Casella. Unless one of the items is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if item (3), (4), (5) or (7) is checked, Casella or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and other information as the Trustee or Casella has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii)in a transaction not subject to, the priorities provided for herein with respect to security interests and liens registration requirements of the Securities Act. If none of the foregoing items are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofchecked, the priorities provided for herein Trustee or Registrar shall not be available obligated to such security interest or lien to register this Note in the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation name of any turnover person other than the Holder hereof unless and until the conditions to any such transfer of payment provisions hereof, or of any other agreements among any registration set forth herein and in Section 2.16 of the parties heretoIndenture shall have been satisfied.

Lien Subordination. (a) Notwithstanding With respect to any Liens on the respective dates of attachment ABL Priority Collateral securing the Secured Obligations, such Liens cease to have senior “first priority” status pursuant to an ABL Intercreditor Agreement with respect to Liens on such ABL Priority Collateral securing Indebtedness outstanding under any Term Facility or perfection any Junior Lien Indebtedness, in each case, with an aggregate principal amount outstanding in excess of the security interests of CRG and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior CollateralThreshold Amount, and (ii) all now existing and hereafter arising security interests of CRG with respect to the provisions in any CRG Senior ABL Intercreditor Agreement subordinating the Liens on the Collateral shall at all times be senior to securing Indebtedness outstanding under any interestsTerm Facility or any Junior Lien Indebtedness, including any in each case, with an aggregate principal amount outstanding in excess of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoingThreshold Amount, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in Liens on the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to Collateral securing the Secured Obligations, (A) [Borrower][each Obligor] granting to any Loan Party contests in writing the other Creditor a security interest in the Common Collateral of such other Creditorvalidity or enforceability thereof, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor court of competent jurisdiction in order a final non-appealable order, determines such subordination provisions to perfect its security interest in its Common Collateralbe invalid or unenforceable, and or (C) [Borrower’s][each Obligor’s] entry into such subordination provisions otherwise cease to be valid, binding and enforceable obligations of the Credit Documents parties to which such ABL Intercreditor Agreement;, then, and in every such event (other than an event with respect to Holdings or the other Creditor is a party. Borrowers described in clause (f) or (g) of this Article) and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate theCommitments or any Additional Revolving Commitments, and thereupon such Commitments and/or Additional Revolving Commitments shall terminate immediately, (ii) acknowledgesdeclare the Revolving Loans then outstanding to be due and payable in whole (or in part, agrees in which case any principal not so declared to be due and covenantspayable may thereafter be declared to be due and payable), notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute and thereupon the validity, attachment, perfection, priority or enforceability principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Creditor’s security interest obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (iii) require that the US BorrowersBorrower deposit in the Common CollateralUS LC Collateral Account and the Canadian Borrower deposits in the Canadian LC Collateral Account, or an additional amount in Cash as reasonably requested by the validity, priority or enforceability Issuing Banks (not to exceed 101% of the other Creditor’s Claim. For relevant face amount) of the avoidance of doubt and notwithstanding anything then outstanding US LC Exposure (minus the amount then on deposit in this Agreement to the contrary, [A/R Lender] shall not file US LC Collateral Account) or join Canadian LC Exposure (minus the amount then on deposit in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Canadian LC Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(iiAccount), as applicable; provided that upon the priorities provided for herein occurrence of an event with respect to security interests Holdings or any Borrower described in clauseclauses (f) or (g) of this Article, any such Commitments and/or Additional Revolving Commitments applicable to the US BorrowersBorrower and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien event is judicially determined applicable to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofthe Canadian Borrower, the priorities provided for herein Canadian Borrower shall not be available to such security automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or lien other notice of any kind, all of which are hereby waived by the Borrowers. Notwithstanding anything to the extent that it is avoided contrary herein or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereofLoan Document, or of all rights and remedies hereunder and under any other agreements among any Loan Document or at law or equity, including all ​ ​ remedies provided under the UCC or the PPSA, shall be exercised exclusively by the Administrative Agent for the benefit of the parties heretoSecured Parties. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC or the PPSA.

Lien Subordination. (a) Notwithstanding anything to the respective dates contrary in any Holdings Loan Document or any Bridge Loan Document, the Bridge Agent and the Holdings Agent hereby agree that all security interests created in the Shared Collateral under the Holdings Loan Documents shall be subordinated to, and thereby enjoy second priority status solely as to, the security interest in favor of the Bridge Agent in the Shared Collateral (to the extent such security interest in favor of the Bridge Agent shall be in effect and perfected, but regardless of the relative times of attachment or perfection thereof), and all rights and claims of every kind and nature in and to such Shared Collateral (including third party beneficiary rights and rights to compel performance) by, in favor of or on behalf of the Holdings Agent shall be subordinated to, and thereby enjoy second priority status solely as to, the rights and claims of any kind or nature in and to the Shared Collateral (including third party beneficiary rights and rights to compel performance) by, in favor of or on behalf of the Bridge Agent (to the extent the security interests of CRG and the security interests of [A/R Lender], or any contrary provision in favor of the UCCBridge Agent in the Shared Collateral shall be in effect and perfected, or any applicable law or decision, or the provisions but regardless of the Credit Documents, and irrespective relative times of whether [A/R Lender] attachment or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateralperfection thereof). (b) Each Creditor hereby: (iIn the event that at any time any Shared Collateral is in the possession of the Bridge Agent, the Bridge Agent shall be deemed to be acting as "bailee" for the Holdings Agent and the Holdings Lenders in accordance with Section 8-301(a)(2) of the Uniform Commercial Code in effect in the State of New York or its equivalent in other jurisdictions for the sole purpose of perfecting the security interest of the Holdings Agent and the Holdings Lenders, and the Bridge Agent shall be deemed to have received notice of such security interest on and as of the date hereof. By executing this Agreement, the Bridge Agent acknowledges that it holds such Shared Collateral on behalf of the Holdings Agent and consents to (A) [Borrower][each Obligor] granting the Holdings Lenders subject to the other Creditor a first priority security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability therein of the other Creditor’s security interest in Bridge Agent and the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralBridge Lenders. (c) Subject to Section 2(b)(ii)On the Bridge Termination Date, the priorities provided for herein with respect to security interests and liens are applicable only Bridge Lender shall deliver the Shared Collateral to the extent that such security interests and liens are enforceableHoldings Agent and, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofuntil the receipt thereof by the Holdings Agent, the priorities Bridge Agent shall continue to act as bailee as provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(csubsection (b) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoabove.

Lien Subordination. (a) Notwithstanding the respective dates date, manner or order of grant, attachment or perfection of the security interests any Junior Lien in respect of CRG any Collateral or of any Senior Lien in respect of any Collateral and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCC, PPSA, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any applicable law or decisionother circumstance whatsoever, or the provisions ABL Representative, for and on behalf of the Credit DocumentsABL Secured Creditors, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part the Term Loan Representative, for and on behalf of the CollateralTerm Loan Secured Creditors, hereby acknowledge and agree that: (ia) all now existing and hereafter arising security interests the Liens in favor of [A/R Lender] in any A/R Facility Senior the ABL Representative on the ABL Priority Collateral shall at all times be senior to securing the security interests ABL Obligations (regardless of CRG in such A/R Facility Senior Collateralhow acquired, whether by grant, statute, operation of law, subrogation or otherwise, and (ii) all now existing and hereafter arising security interests whether or not the Liens in favor of CRG in any CRG Senior the ABL Representative on such ABL Priority Collateral shall at all times be senior are subordinated to any interests, including Lien on the ABL Priority Collateral securing any other obligation) shall be and shall remain senior and prior to any Lien on the security interests ABL Priority Collateral in favor of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, Term Loan Representative securing the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral.Term Loan Obligations; (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest any Lien in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability favor of the other Creditor’s security interest Term Loan Representative on the ABL Priority Collateral securing the Term Loan Obligations (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise) shall be and shall remain junior and subordinated in all respects to all Liens on the Common Collateral, or the validity, priority or enforceability ABL Priority Collateral in favor of the other Creditor’s Claim. For ABL Representative securing the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral.ABL Obligations; (c) Subject the Liens in favor of the Term Loan Representative on the Term Loan Priority Collateral securing the Term Loan Obligations (regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not the Liens in favor of the Term Loan Representative on such Term Loan Priority Collateral are subordinated to Section 2(b)(ii), any Lien on the priorities provided for herein with respect to security interests Term Loan Priority Collateral securing any other obligation) shall be and liens are applicable only shall remain senior and prior to the extent that such security interests and liens are enforceableLiens on the Term Loan Priority Collateral in favor of the ABL Representative securing the ABL Obligations; and (d) any Lien in favor of the ABL Representative on the Term Loan Priority Collateral securing the ABL Obligations (regardless of how acquired, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereofwhether by grant, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the statute, operation of any turnover of payment provisions hereoflaw, subrogation or of any other agreements among any otherwise) shall be and shall remain junior and subordinated in all respects to all Liens on the Term Loan Priority Collateral in favor of the parties heretoTerm Loan Representative securing the Term Loan Obligations.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG Creditors and the security interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] Lender or any CRG Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] Lender in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Creditors in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] Lender in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] Lender agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor Obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor herebyof A/R Lender and CRG Agent, on behalf of CRG Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] Borrower granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] Borrower’s entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] Lender shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding Any and all Junior Liens on Common Collateral now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all Senior Liens on such Common Collateral now existing or hereafter created or arising, notwithstanding (i) anything to the respective dates contrary contained in any agreement or filing to which any Secured Party may now or hereafter be a party, and regardless of attachment the time, order or method of grant, attachment, recording or perfection of the any financing statements or other security interests of CRG interests, assignments, pledges, deeds, mortgages and the security interests of [A/R Lender]other liens, charges or encumbrances or any contrary defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC, UCC or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all any Facility Document or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateralother circumstance whatsoever, and (iiiii) all now existing and hereafter arising security interests of CRG in the fact that any CRG such Senior Collateral shall at all times be senior Liens are (A) subordinated to any interestsLien securing any obligation of any Grantor other than the CoBank Secured Obligations or Notes Secured Obligations or (B) otherwise subordinated, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoingvoided, the [A/R Lender] agrees and acknowledges that it shall not receiveavoided, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateralinvalidated or lapsed. (b) Each Creditor hereby: No Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to including without limitation, any Insolvency Proceeding), the other Creditor a validity, extent, perfection, or enforceability of any security interest in the Common Collateral granted to any other Secured Party, nor the priority of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its as set forth herein. No Secured Party shall take, or cause to be taken, any action for the purpose of making any Junior Lien on Common Collateral pari passu with or senior to any Senior Lien on such Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor . It is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, understood that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything nothing in this Agreement Section 2.1(b) is intended to the contrary, [A/R Lender] shall not file or join in prohibit any motion or pleading in connection with Secured Party from exercising any Insolvency Proceeding or take any other action seeking rights expressly granted to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateralit under this Agreement. (c) Subject Notwithstanding any failure by any Secured Party to Section 2(b)(ii)perfect any or all of its security interests in any Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in any Common Collateral granted to such Secured Party, the priorities provided for herein priority and rights as among the Secured Parties with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to Common Collateral shall be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoas set forth herein.

Lien Subordination. (a) Subordinated Lender does hereby subordinate any and all Liens, whether now existing or hereafter created and whether perfected or unperfected, in and to any assets securing the Subordinated Indebtedness all of which are, and shall at all times remain junior and subordinate to any Liens, whether now existing or hereafter created and whether perfected or unperfected, in favor of Senior Lender to secure any of the Senior Indebtedness. Notwithstanding the respective dates date, manner or order of attachment or perfection of the security interests of CRG Liens granted to the Senior Lender or Subordinated Lender, and the security interests of [A/R Lender], or notwithstanding any contrary provision provisions of the UCC, Uniform Commercial Code of any state or any applicable law or decision, decision or the any provisions of the Credit DocumentsSubordinated Instruments, and irrespective of whether [A/R Lender] the Senior Lender or CRG the Subordinated Lender holds possession of all or any part of the Collateral, (i) the Senior Lender and the Subordinated Lender hereby agree that the Senior Lender shall have a first and prior Lien upon all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, whether real or personal and (ii) whether now owned or hereafter acquired, of ISI, Borrower, and all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateraltheir Subsidiaries. Notwithstanding the foregoing, the [A/R Lender] The Subordinated Lender hereby agrees and acknowledges that it shall will not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute contest the validity, attachment, perfection, priority or enforceability of the other CreditorSenior Lender’s Liens in the Collateral. All proceeds of Collateral shall be first paid to the Senior Lender for application to the Senior Indebtedness until the Senior Indebtedness obligations are paid in full in cash and all commitments under the Senior Instruments are terminated. Any payments or Collateral received by the Subordinated Lender shall be subject to the provisions of Section 2.5 of this Agreement. Subordinated Lender agrees not to acquire, by subrogation, contract or otherwise, any Lien, security interest or other right, title or interest in the Common Collateral, or the validity, priority or enforceability any of the other Creditor’s Claim. For the avoidance assets of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, ISI or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. of its Subsidiaries (c) Subject to Section 2(b)(ii)including, the priorities provided for herein but not limited to, any which may arise with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceabletaxes, perfected and have not been avoided; if a security interest assessments or lien other governmental charges) which is judicially determined to or may be unenforceable prior in right to, or unperfected or is judicially avoided with respect to one or more Claims or any part thereofpari passu with, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoLiens held by Senior Lender.

Lien Subordination. (a) Each Subordinated Creditor hereby acknowledges each Loan Party’s grant of first priority Liens in the Collateral to Lender as security for the Lender Indebtedness and agrees that the existence of any such Liens shall not constitute an event of default under the Subordinated Loan Documents. (b) Subject to the terms and conditions hereof, Lender hereby consents to each Loan Party’s grant of Liens in the Collateral to Subordinated Creditors as security for the Subordinated Indebtedness and agrees that the existence of any such Liens (other than any Lien that may hereafter arise from any judgment obtained against any Loan Party) shall not constitute a Company Event of Default. (c) Notwithstanding the respective dates date, time, method, manner, or order of attachment grant, attachment, or perfection of any Liens in the security interests Collateral securing the Subordinated Indebtedness or of CRG any Liens in the Collateral securing the Lender Indebtedness (including, in each case, notwithstanding whether any such Lien is granted (or secures Debt relating to the period) before or after the commencement of any Proceeding) and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCCUCC or any other applicable law or the Subordinated Loan Documents or any defect or deficiencies in, or failure to attach or perfect, the Liens securing the Lender Indebtedness, or any applicable law or decisionother circumstance whatsoever, or the provisions of the Credit Documents, Lender and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor herebySubordinated Creditors hereby agree that: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting any Lien with respect to the other Creditor a security interest Collateral securing any Lender Indebtedness, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, Lender or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects and prior to any Lien with respect to the Common Collateral of such other Creditor, (B) the other Creditor filing securing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party.Subordinated Indebtedness; and (ii) acknowledgesany Lien with respect to the Collateral securing any Subordinated Indebtedness, whether such Lien is now or hereafter held by or on behalf of, or created for the benefit of, Subordinated Creditors or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Collateral securing any Lender Indebtedness. All Liens with respect to the Collateral securing any Lender Indebtedness shall be and remain senior in all respects and prior to all Liens with respect to the Collateral securing any Subordinated Indebtedness, for all purposes, whether or not such Liens securing any Lender Indebtedness are subordinated to any Lien securing any other obligation of the Loan Parties or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the Credit Agreement and the Subordinated Loan Documents, or as contemplated in Section 8.2). (d) If for any reason any Lien granted or conveyed by any Loan Party to Lender is set aside or otherwise declared ineffective, in whole or in part, by any court of competent jurisdiction, and if as a consequence thereof any Subordinated Creditor becomes entitled to receive any proceeds from any of the Collateral or on account of such Subordinated Creditor’s Lien in any of the Collateral, then any such payments or proceeds received by such Subordinated Creditor shall be used by it to purchase a junior participation in the Lender Indebtedness pursuant to a junior participation agreement in form and content satisfactory to Lender but in all events providing that Lender’s retained interest in the Lender Indebtedness (including both principal and interest) and all costs and expenses incurred by Lender (including attorneys’ fees) in attempting to collect the Lender Indebtedness or to realize upon any of the Collateral shall be paid in full before such Subordinated Creditor shall be entitled to any payment on account of its junior participation and such Subordinated Creditor’s junior participation will be without recourse of any kind to Lender except for Lender’s gross negligence or willful misconduct after the date of such Subordinated Creditor’s purchase of such junior participation. (e) Each of the Subordinated Creditors and Lender agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall will not (and hereby waives any right to), directly or indirectly, contest, challenge or dispute support any other Person in contesting, in any proceeding (including any Proceeding), the extent, validity, attachment, perfection, priority priority, or enforceability of a Lien held (i) by or on behalf of the other Creditor’s security interest Lender in the Common CollateralCollateral (or the extent, validity, allowability, or enforceability of any Lender Indebtedness secured thereby or purported to be secured thereby) or (ii) by or on behalf of any of the Subordinated Creditors in the Collateral (or the extent, validity, allowability, or enforceability of any Subordinated Indebtedness secured thereby or purported to be secured thereby), as the case may be, or the validityprovisions of this Agreement; provided, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything that nothing in this Agreement shall be construed to prevent or impair the rights of Lender and Subordinated Creditors to enforce the terms of this Agreement, including the provisions of this Agreement relating to the contrary, [A/R Lender] shall not file or join priority of the Liens securing the Lender Indebtedness and the Subordinated Indebtedness as provided in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateralthis Section 2. (cf) Subject If, at any time, Lender shall subordinate, in whole or in part, its Lien upon any of the Collateral to Section 2(b)(ii)or in favor of any other Person, the priorities provided for herein with respect to security interests and liens are applicable only to priority of Lender’s Lien in the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein Collateral vis-a-vis Subordinated Creditors shall not be available to such security interest or lien to the extent that it is avoided or determined affected thereby, and Lender’s Lien shall continue to be unenforceable. Nothing superior to each Subordinated Creditor’s Lien in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoCollateral.

Lien Subordination. (a) Notwithstanding the respective dates date, manner or order of grant, attachment or perfection of any Liens granted to the security interests Trustee or the Noteholders on the Common Collateral or of CRG any Liens granted to Bank on the Common Collateral and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCC, or any applicable law or decision, the Noteholder Documents or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Lender Documents or any part other circumstance whatsoever, the Trustee, on behalf of itself and the CollateralNoteholders, hereby agrees that: (ia) all any Lien on the Common Collateral securing the First Priority Lien Obligations now existing and or hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral held by Bank shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including any Lien on the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding Common Collateral securing the foregoing, the [A/R Lender] agrees Second Priority Lien Obligations; and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in any Lien on the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary now or hereafter held by the other Creditor Trustee or the Noteholders regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in order all respects to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in all Liens on the Common Collateral, or Collateral securing the validity, priority or enforceability of First Priority Lien Obligations. All Liens on the other Creditor’s ClaimCommon Collateral securing the First Priority Lien Obligations shall be and remain senior to all Liens on the Common Collateral securing the Second Priority Lien Obligations for all purposes. For the avoidance of doubt and notwithstanding anything doubt, in this Agreement the event the Trustee or any Noteholder becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the contraryLiens securing First Priority Lien Obligations on the same basis as the other Liens securing the Second Priority Lien Obligations are so subordinated to such First Priority Lien Obligations under this Agreement. The Trustee on behalf of itself and each Noteholder, [A/R Lender] shall agrees not file to take or join in cause to be taken any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Propertyaction, the proceeds thereof, purpose or effect of which is to make any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with Lien in respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoCommon Collateral pari passu with or senior to, or to give the Trustee or any Noteholder any preference or priority relative to, the liens in favor of Bank in respect of the Senior Lender Collateral. For the purposes of the foregoing allocation of priorities, any claim of a right of set-off shall be treated in all respects as a Lien, and no claimed right of set-off shall be asserted by the Trustee on behalf of itself or any Noteholder to defeat or diminish the rights or priorities of the Lien of Bank provided for herein.

Lien Subordination. (a) Notwithstanding Bank Security Interests in the respective dates of attachment or perfection Collateral securing Senior Debt shall be senior and prior in right to the Security Interests. The Trustee and each Holder acknowledge that the rights of the security interests Bank Lenders in respect of CRG Senior Debt to receive proceeds from the disposition of the Collateral is senior to the rights of the Holders to receive proceeds from the disposition of the Collateral. Bank Security Interests in the Collateral securing Senior Subordinated Debt are PARI PASSU with the Security Interests, and the security interests rights of [A/R Lender], or any contrary provision Bank Lenders in respect of Senior Subordinated Debt to receive proceeds from the disposition of the UCC, or any applicable law or decisionCollateral is PARI PASSU with the rights of the Holders, or the provisions Trustee on their behalf, to receive proceeds from the disposition of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting The priorities set forth in this Section 4.6 are applicable irrespective of the order of creation, attachment or perfection of any Liens or security interests or any priority that might otherwise be available to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual PropertyHolders, the proceeds thereofTrustee, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralBank Lender under the applicable law. (c) Subject to The priorities set forth in this Section 2(b)(ii)4.6 are premised upon the assumption that the Bank Security Interests are duly and properly created and perfected and are not avoidable for any reason. Accordingly, the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests (but only for so long as) any Bank Security Interests are not duly and liens properly created and perfected or are enforceableavoidable for any reason, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, then the priorities subordinations provided for herein in this Section 4.6 shall not be available effective as to the particular Collateral subject to such security interest or lien Bank Security Interests; provided, however, that the Trustee and each Holder, by accepting a Security, agree not to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereofcontest, or to bring (or voluntarily join in) any action or proceeding for the purpose of contesting the validity, perfection or priority (as herein provided) of, or seeking to avoid, any other agreements among Bank Security Interests, and provided further, that nothing herein shall be deemed or construed to prevent any of the parties heretoBank Lender from commencing an action or proceeding to assert any right or claim it may have arising under or in connection with any Collateral Documents.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any other Second Priority Debt Parties on the security interests Collateral or of CRG and any Liens granted to the security interests Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of [A/R Lender]the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any contrary provision of the UCC, any applicable law, any Second Priority Debt Document or any applicable law Senior Debt Document or decisionany other circumstance whatsoever, the Senior Representative, on behalf of itself and each other Senior Secured Party, and the Second Priority Representative, on behalf of itself and each other Second Priority Debt Party, hereby agrees that (a) any Lien on the Collateral securing any Senior Priority Obligations now or the provisions hereafter held by or on behalf of the Credit DocumentsSenior Representative, any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Second Priority Debt Obligations, (b) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any Senior Priority Obligations, (c) any Lien on the Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of the Second Priority Representative, any other Second Priority Debt Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Excess Senior Obligations, and irrespective (d) any Lien on the Collateral securing any Excess Senior Obligations now or hereafter held by or on behalf of whether [A/R Lender] or CRG holds possession of all the Senior Representative, any other Senior Secured Party or any part other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral, Collateral securing any Second Priority Debt Obligations. All Liens on the Collateral (i) securing any Senior Priority Obligations shall be and remain senior in all now existing respects and hereafter arising security interests prior to all Liens on the Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are subordinated to any Lien securing any other obligation of [A/R Lender] in the Company, any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior CollateralGrantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed, and (ii) securing any Second Priority Debt Obligations shall be and remain senior in all now existing respects and hereafter arising security interests of CRG in prior to all Liens on the Collateral securing any CRG Excess Senior Collateral shall at Obligations for all times be senior purposes, whether or not such Liens securing any Second Priority Debt Obligations are subordinated to any interests, including Lien securing any other obligation of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grantCompany, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the Grantor or any other Creditor a security interest in the Common Collateral of such other CreditorPerson or otherwise subordinated, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateralvoided, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledgesavoided, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge invalidated or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claimlapsed. For the avoidance of doubt and notwithstanding anything doubt, the subordination provided for in this Agreement is lien subordination only and the Second Priority Debt Obligations are not subordinated in right of payment to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only Obligations. Other than to the extent that such security interests constituting secured claims on the Collateral, all debt claims of the Senior Secured Parties and liens the Second Priority Debt Parties are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined intended to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretopari passu.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Junior Representative or any Junior Debt Parties on the security interests Collateral or of CRG and any Liens granted to the security interests Senior Representative or any other Senior Secured Party on the Collateral (or any actual or alleged defect in any of [A/R Lender]the foregoing) or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise and notwithstanding any contrary provision of the UCC, any applicable law, any Junior Debt Document or any applicable law Senior Debt Document or decisionany other circumstance whatsoever, each Junior Representative, on behalf of itself and each Junior Debt Party under its Junior Debt Facility, hereby agrees that (a) any Lien on the Collateral securing any Senior Obligations now or the provisions hereafter held by or on behalf of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all Senior Representative or any part other Senior Secured Party or other agent or trustee therefor, regardless of the Collateralhow acquired, (i) all now existing whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, all respects and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior prior to any interests, including Lien on the Collateral securing any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Junior Debt Obligations and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges any Lien on the Collateral securing any Junior Debt Obligations now or hereafter held by or on behalf of any Junior Representatives, any Junior Debt Parties or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and consents subordinate in all respects to (A) [Borrower][each Obligor] granting all Liens on the Collateral securing any Senior Obligations. All Liens on the Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability obligation of the Company, any Grantor or any other Creditor’s security interest in the Common CollateralPerson or otherwise subordinated, voided, avoided, invalidated or the validity, priority or enforceability of the other Creditor’s Claimlapsed. For the avoidance of doubt and notwithstanding anything doubt, the subordination provided for in this Agreement is lien subordination only and the Junior Debt Obligations are not subordinated in right of payment to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralObligations. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, time, manner, method or order of filing or recordation of any document or instrument or of grant, attachment or perfection of the security interests of CRG and the security interests of [A/R Lender]any Liens granted to, or on behalf of, any contrary of the Collateral Agents or any other Secured Party on the Collateral (or any actual or alleged defect, or deficiency or failure to perfect, in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Secured Debt Document or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateralother circumstance whatsoever, (i) all the Second Lien Collateral Agent and each Second Lien Representative, on behalf of itself and each Second Lien Secured Party under its Second Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing any First Lien Priority Obligations now existing or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior in all respects and prior to any Lien on the security interests Collateral securing the Second Lien Obligations, (B) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of CRG any Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in such A/R Facility Senior Collateralright, priority, operation, effect and all other respects to all Liens on the Collateral securing any First Lien Priority Obligations, (C) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Collateral securing the Excess Second Lien Obligations and (D) 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 or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any Excess First Lien Obligations, (ii) all the First Lien Collateral Agent and each First Lien Representative, on behalf of itself and each First Lien Secured Party under its First Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing any Second Lien Priority Obligations now existing or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior in all respects and prior to any interestsLien on the Collateral securing the Excess First Lien Obligations and (B) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any First Lien Secured Party or any other agent or trustee therefor, including any the security interests regardless of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoinghow acquired, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Collateral securing any security interest Second Lien Priority Obligations and (iii) the Third Lien Collateral Agent and each Third Lien Representative, on behalf of itself and each Third Lien Secured Party under its Third Lien Debt Facility, hereby agrees that (A) any Lien on the Collateral securing First Lien Obligations now or hereafter held by or on behalf of the First Lien Collateral Agent, any other First Lien Secured Party or any other agent or trustee therefor and any Lien on the Collateral securing Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Agent, any other Second Lien Secured Party or any other agent or trustee therefor, in each case, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the A/R Lender Collateral securing the Third Lien Obligations and (B) any Lien on the Collateral securing any Third Lien Obligations now or hereafter held by or on behalf of any Third Lien Secured Party or any other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the CRG Senior CollateralCollateral securing First Lien Obligations and to all Liens on the Collateral securing Second Lien Obligations. (b) Each Creditor hereby: All (i) acknowledges Liens on the Collateral securing any First Lien Priority Obligations shall be and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest remain senior in the Common Collateral of such other Creditorright, (B) the other Creditor filing any priority, operation, effect and all financing statements other respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Priority Obligations are subordinated in any respect to any Lien securing any other documents as reasonably deemed necessary by the obligation of any Credit Party or any other Creditor in order to perfect its security interest in its Common CollateralPerson or otherwise subordinated, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. voided, avoided, invalidated or lapsed, (ii) acknowledgesLiens on the Collateral securing any Second Lien Priority Obligations shall be and remain senior in right, agrees priority, operation, effect and covenantsall other respects and prior to all Liens on the Collateral securing any Excess First Lien Obligations, notwithstanding Section 2(c) but subject to Section 5, that it shall whether or not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join such Liens securing any Second Lien Priority Obligations are subordinated in any motion or pleading in connection with respect to any Insolvency Proceeding or take Lien securing any other action seeking to recharacterize obligation of any Intellectual Property, the proceeds thereof, Credit Party or any other CRG Senior Person or otherwise subordinated, voided, avoided, invalidated or lapsed, (iii) Liens on the Collateral securing any Excess First Lien Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Collateral securing any Excess Second Lien Obligations for all purposes, whether or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with not such Liens securing any Excess First Lien Obligations are subordinated in any respect to security interests any Lien securing any other obligation of any Credit Party or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed and liens (iv) Liens on the Collateral securing First Lien Obligations and Liens on the Collateral securing Second Lien Obligations shall be and remain senior in right, priority, operation, effect and all other respects and prior to all Liens on the Collateral securing any Third Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations and/or any Second Lien Obligations are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with subordinated in any respect to one or more Claims any Lien securing any other obligation of any Credit Party or any part thereofother Person or otherwise subordinated, the priorities provided for herein shall not be available to such security interest voided, avoided, invalidated or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretolapsed.

Lien Subordination. (a) Notwithstanding the respective dates of attachment or sf-3740373 perfection of the security interests of CRG Existing Creditors and the security interests of [A/R Lender]LSQ, or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] LSQ or CRG any Existing Creditor holds possession of all or any part of the Collateral, (i) all now existing and hereafter arising security interests of [A/R Lender] LSQ in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG Existing Creditors in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG Existing Creditors in any CRG Existing Senior Collateral shall at all times be senior to any interests, including any the security interests of [A/R Lender] LSQ in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Existing Senior Collateral. (b) Each Creditor herebyof LSQ and each Existing Agent, on behalf of the applicable Existing Creditors: (i) acknowledges and consents to (A) [Borrower][each Obligor] Borrower granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] Borrower’s entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] LSQ shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual PropertyProperty or equipment, the proceeds thereofof either, or any other CRG Existing Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto.

Lien Subordination. (a) Notwithstanding the respective dates date, manner or order of grant, attachment or perfection of any Liens granted to the security interests ABL Representative or the other ABL Creditors in respect of CRG any Collateral or of any Liens granted to the Term Loan Representative or the other Term Loan Creditors in respect of any Collateral and the security interests of [A/R Lender], or notwithstanding any contrary provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any applicable law or decisionother circumstance whatsoever, or the provisions ABL Representative, on behalf of itself and the Credit Documentsother ABL Creditors, and irrespective the Term Loan Representative, on behalf of whether [A/R Lender] or CRG holds possession itself and the other Term Loan Creditors, hereby agree that: (a) any Lien in respect of all or any part portion of the CollateralABL Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the ABL Obligations (other than Excess ABL Obligations), (i) regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior Liens granted to the security interests Term Loan Representative or any other Term Loan Creditor in respect of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests or any portion of CRG in the ABL Priority Collateral to secure all or any CRG Senior Collateral shall at all times be senior to any interests, including any portion of the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral.Term Loan Obligations; (b) Each any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor hereby:that secures all or any portion of the Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the ABL Obligations (other than Excess ABL Obligations); (c) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess ABL Obligations; (d) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations); (e) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess Term Loan Obligations; (f) any Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the ABL Priority Collateral to secure all or any portion of the Excess ABL Obligations; (g) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the ABL Representative or any other ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the ABL Obligations; (h) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that secures all or any portion of the ABL Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Term Loan Obligations (other than Excess Term Loan Obligations); (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest any Lien in the Common Collateral respect of such other Creditor, (B) the other Creditor filing all or any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability portion of the other Creditor’s security interest in the Common Collateral, Term Loan Priority Collateral now or the validity, priority hereafter held by or enforceability on behalf of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, ABL Representative or any other CRG Senior ABL Creditor that secures all or any portion of the ABL Obligations (other than Excess ABL Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to all Liens granted to the Term Loan Representative or any other Term Loan Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or proceeds thereof as A/R Facility Senior Collateral.any portion of the Excess Term Loan Obligations; (cj) Subject any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain junior and subordinate to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only all Liens granted to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims ABL Representative or any part thereofother ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the ABL Obligations (other than Excess ABL Obligations); (k) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term Loan Representative or any other Term Loan Creditor that secures all or any portion of the Excess Term Loan Obligations, the priorities provided for herein regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall not be available and shall remain senior and prior to such security interest or lien all Liens granted to the extent ABL Representative or any other ABL Creditor in respect of all or any portion of the Term Loan Priority Collateral to secure all or any portion of the Excess ABL Obligations; and (l) any Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Representative or any other ABL Creditor that it is avoided secures all or determined to be unenforceable. Nothing in this Section 2(c) affects any portion of the Excess ABL Obligations, regardless of how acquired, whether by grant, statute, operation of any turnover of payment provisions hereoflaw, subrogation or of otherwise, shall be and shall remain junior and subordinate to all Liens granted to the Term Loan Representative or any other agreements among Term Loan Creditor in respect of all or any portion of the parties heretoTerm Loan Priority Collateral to secure all or any portion of the Excess Term Loan Obligations.

Lien Subordination. Notwithstanding (ai) Notwithstanding the respective dates date, time, method, manner or order of attachment grant, attachment, or perfection of the security interests of CRG and the security interests of [A/R Lender], any Liens granted to First Lien Agent (or First Lien Co-Agent or any contrary First Lien Lender) or any Junior Lien Agent (or any Junior Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or any Junior Lien Agent (or any Junior Lien Lender) in any Collateral, (iii) any provision of the UCC, or any other applicable law or decisionlaw, any of the First Lien Loan Documents or the provisions of the Credit Junior Lien Loan Documents, and (iv) irrespective of whether [A/R Lender] the Liens securing the First Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or CRG holds possession allowed, or (v) any other circumstance whatsoever, each of First Lien Agent and First Lien Co-Agent, on behalf of itself and the First Lien Lenders, New Second Lien Agent, on behalf of itself and the Second Lien Lenders and Existing Second Lien Agent, on behalf of itself and the Existing Second Lien Lenders hereby agrees that: (1) any Lien in respect of all or any part portion of the CollateralCollateral now or hereafter held by or on behalf of any Junior Lien Agent or any Junior Lien Lender that secures all or any portion of the Junior Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to First Lien Agent, First Lien Co-Agent and the First Lien Lenders in the Collateral to secure all or any portion of the First Lien Indebtedness, (i2) any Lien in respect of all or any portion of the Collateral now existing and or hereafter arising security interests held by or on behalf of [A/R Lender] First Lien Agent, First Lien Co-Agent or any First Lien Lender that secures all or any portion of the First Lien Indebtedness shall in any A/R Facility Senior Collateral shall at all times respects be senior and prior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior Liens granted to any interests, including any the security interests of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoing, the [A/R Lender] agrees Junior Lien Agent and acknowledges that it shall not receive, and neither the Borrower nor any obligor shall grant, any security interest to the A/R Lender in the CRG Senior Collateral. (b) Each Creditor hereby: (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. (ii) acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior Collateral. (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties heretoJunior Lien Lenders in the Collateral to secure all or any portion of the Junior Lien Indebtedness, (3) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Existing Second Lien Agent or any Existing Second Lien Lender that secures all or any portion of the Existing Second Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to New Second Lien Agent and any of the New Second Lien Lenders in the Collateral to secure all or any portion of the New Second Lien Indebtedness as provided in the Junior Intercreditor Agreement, and (4) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of New Second Lien Agent or any New Second Lien Lender that secures all or any portion of the New Second Lien Indebtedness shall in all respects be senior and prior to all Liens granted to the Existing Second Lien Agent and any of the Existing Second Lien Lenders in the Collateral to secure all or any portion of the Existing Second Lien Indebtedness as provided in the Junior Intercreditor Agreement.

Lien Subordination. (a) Notwithstanding (i) the respective dates date, manner or order of grant, attachment or perfection of the security interests any Junior Lien in respect of CRG and the security interests any Collateral or of [A/R Lender]any Senior Lien in respect of any Collateral, or (ii) any contrary provision of the UCC, any applicable law, any Collateral Document or any applicable law or decisionLoan Document, or (iii) whether the provisions of ABL Secured Party or the Credit DocumentsTerm Loan Secured Party, and irrespective of in each case, whether [A/R Lender] directly or CRG through agents, holds possession of of, or has control over, all or any part of the Collateral, each Secured Party, hereby agrees that: (iA) all now existing and hereafter arising security interests (x) any Lien of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior ABL Secured Party on the ABL Priority Collateral, whether now or hereafter held by or on behalf of or purported to be held by or on behalf of the ABL Secured Party or any agent, or trustee or bailee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and whether or not such Lien is subordinated to any Lien securing any other obligation, shall be and shall remain senior and prior to any Lien of the Term Loan Secured Party on the ABL Priority Collateral and (iiy) any Lien on such ABL Priority Collateral now or hereafter held or purported to be held by or on behalf of the Term Loan Secured Party or any agent or trustee therefor securing any Term Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens thereon that secure any ABL Claims; and (B) (x) any Lien of the Term Loan Secured Party on the Term Loan Priority Collateral, whether now existing or hereafter held by or on behalf of or purported to be held by or on behalf of the Term Loan Secured Party or any agent, or trustee or bailee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior whether or not such Lien is subordinated to any interestsLien securing any other obligation, including shall be and shall remain senior and prior to any Lien of the security interests ABL Secured Party on the Term Loan Priority Collateral and (y) any Lien on such Term Loan Priority Collateral now or hereafter held or purported to be held by or on behalf of [A/R Lender] in such CRG Senior Collateral. Notwithstanding the foregoingABL Secured Party or any agent or trustee therefor securing any ABL Obligations, the [A/R Lender] agrees and acknowledges that it shall not receiveregardless of how acquired, and neither the Borrower nor any obligor shall whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens thereon that secure any security interest to the A/R Lender in the CRG Senior CollateralTerm Loan Claims. (b) Each Creditor hereby: It is acknowledged and agreed that (i) acknowledges and consents to (A) [Borrower][each Obligor] granting to all or a portion of the other Creditor a security interest ABL Claims consists or may consist of indebtedness that is revolving in the Common Collateral of such other Creditor, (B) the other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateralnature, and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents amount thereof that may be outstanding at any time or from time to which the other Creditor is a party. time may be increased or reduced and subsequently reborrowed and (ii) acknowledgessubject to the limitations set forth in this Agreement and the applicable Senior Documents, agrees the ABL Claims, Excess ABL Claims, Term Loan Claims and covenantsExcess Term Loan Claims may be increased, notwithstanding Section 2(c) but extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced (subject to Section 55.3) or otherwise amended or modified from time to time, that it shall not contest, challenge or dispute all without affecting the validity, attachment, perfection, priority or enforceability subordination of the other Creditor’s security interest in the Common Collateral, Junior Liens hereunder or the validity, priority or enforceability provisions of this Agreement defining the relative rights of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R Facility Senior CollateralSecured Parties. (c) Subject to Section 2(b)(ii), the priorities provided for herein All Liens with respect to security interests the Senior Collateral securing any Senior Claims shall be and liens remain senior in all respects and prior to all Liens with respect to the Senior Collateral securing any Junior Claims for all purposes, whether or not such Liens securing any Senior Claims are applicable subordinated to any Lien securing any other obligation of any Grantor or any other Person (but only to the extent that such security interests subordination is permitted pursuant to the terms of the Senior Documents, or as contemplated in Section 6.1). (d) The ABL Secured Party and liens are enforceablethe Term Loan Secured Party hereby agree that the terms of this Agreement, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is judicially avoided with respect to one or more Claims or any part thereof, including the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing and subordination set forth above in this Section 2(c2.1, shall govern notwithstanding (i) affects that all or part of the operation ABL Claims, Excess ABL Claims, Term Loan Claims and Excess Term Loan Claims are determined or deemed unenforceable or invalidated or that any Liens granted or purported to be granted securing payment and performance of all or part of the ABL Claims, Excess ABL Claims, Term Loan Claims or Excess Term Loan Claims are not perfected or are determined or deemed to be void, invalid or lapsed or subordinated, avoided, disallowed or otherwise ineffective, in each case in any judicial proceeding or otherwise or (ii) any other circumstance of any turnover of payment provisions hereof, kind or of any other agreements among any of the parties heretonature whatsoever.