Common use of Subordination of Liens Clause in Contracts

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any other Senior Lenders Secured Party or any 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 Common Collateral securing any Second-Second Priority ClaimsClaims now or hereafter held by or on behalf of any Second Priority Agent or any Second Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any First Lien Agent or any Second-Priority other Senior Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Companya Borrower, any other Grantor Pledgor or any other Person.

Subordination of Liens. Notwithstanding The Sponsor hereby subordinates the datelien and priority of the Sponsor’s existing and future liens and other interests, timeif any, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted in and to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent Servicer’s existing and future interest in the Collateral under the Loan Documents notwithstanding the time of attachment of the interests of the Sponsor or the Senior Lenders on Servicer or the Common Collateral and notwithstanding any provision of time the UCCLoan Indebtedness or the Subordinated Debt is incurred. Notwithstanding anything to the contrary contained in this Agreement, or any under applicable law or otherwise, in the Second-Priority Documents event that the liens of the Servicer are at any time unperfected with respect to any or all of the Senior Lender Documents Collateral, the lack of perfection by the Servicer as to any such Collateral shall not affect the validity, enforceability or priority of any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf in favor of the Intercreditor Agent or Sponsor. In any Senior Lenders or any agent or trustee therefor regardless such event, the liens of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, the Sponsor shall have priority over any and all other Liens in favor of any third party with respect to the Collateral (including, but not limited to any trustee under the Bankruptcy Code) and the Sponsor shall be, and is hereby constituted, as the Servicer’s agent and bailee for purposes of perfection of the Liens of the Servicer in the Collateral such that the Lien in favor of the Sponsor shall be senior held by the Sponsor for the benefit of the Servicer and the proceeds of any disposition of the Collateral of any Borrower shall be and are in all respects subject to the priority of right to payment and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf satisfaction of the Trusteefirst, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless Loan Indebtedness of how acquiredsuch Borrower and then, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) Subordinated Debt with respect to such Borrower. The lien priorities provided in this Section 10.11 shall not be altered or otherwise affected by any Second-Priority Claims (and as between amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Second-Priority Agents and applicable Loan Indebtedness or the Second-Priority Secured Parties)Subordinated Debt, nor by any action or inaction which either the Liens on Servicer or the Common Collateral securing any Second-Priority Claims now Borrowers may take or hereafter held by or on behalf fail to take in respect of the TrusteeCollateral, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably except as otherwise provided above in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personthis Section 10.11.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral (or any actual or alleged defect in any of the foregoing), and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien purporting to secure the First-Priority Obligations and/or the Second-Priority Obligations), each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority Claims, Obligations and (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any SecondFirst-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Secondany Junior-Priority Lien Collateral Agent or any Junior-Lien Secured Parties on the Common Shared Collateral or of any Liens granted to the Intercreditor Agent First-Lien Collateral Agents or the Senior Lenders First-Lien Secured Parties on the Common Shared Collateral (or any actual or alleged defect or deficiency in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Junior-Lien Debt Document or any applicable law First-Lien Debt Document, whether any First-Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Second-Priority Documents Shared Collateral, the fact that any such Liens may be subordinated, voided, avoided, invalidated or the Senior Lender Documents lapsed or any other circumstance whatsoever, each SecondJunior-Priority Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each applicable SecondJunior-Priority Lien Secured PartyParty under its Junior-Lien Debt Facility, hereby agrees that: that (ai) any Lien on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent any First-Lien Collateral Agent, any First-Lien Secured Parties or any Senior Lenders First-Lien Authorized Representative or any other agent or trustee therefor 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 Common Shared Collateral securing any SecondJunior-Priority Claims, Lien Obligations and (bii) any Lien on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations now or hereafter held by or on behalf of the Trusteeany Junior-Lien Authorized Representative, the any Junior-Lien Collateral Agent or any SecondJunior-Priority Lien Secured Parties or any other agent or trustee therefor 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 Shared Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst- Lien Obligations. All Liens on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are (x) subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Notwithstanding any failure by any First-Lien Secured Party or Junior-Lien Secured Party to perfect its security interests in the Shared Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Shared Collateral granted to the First-Lien Secured Parties or the Junior-Lien Secured Parties, the priority and rights as between the First-Lien Secured Parties and the Junior-Lien Secured Parties with respect to the Shared Collateral shall be as set forth herein.

Subordination of Liens. Notwithstanding Subordinated Lender shall not seek to obtain, and shall not take, accept, obtain or have, any Lien or security interest in any asset or property of Obligor as security for the dateSubordinated Indebtedness, timeor any part thereof, manner until full performance and indefeasible and irrevocable payment in full in cash of the Obligations and termination of the Loan Documents. If and to the extent that any such Lien or security interest at any time exists in favor of Subordinated Lender on any Collateral, Subordinated Lender hereby subordinates and makes inferior any and all of its now existing or hereafter acquired security interests in, security titles to, and other Liens and encumbrances on any of the Collateral to the security interests, security titles, and other Liens and encumbrances of Senior Lender, whether now existing or hereafter acquired, in, to and on the Collateral. If Obligor shall default under any Senior Debt secured by any of the Collateral, Senior Lender may exercise any or all of its rights and remedies with respect to such Collateral without any obligation to give Subordinated Lender notice of such exercise and without regard to any interest of Subordinated Lender in such Collateral. Subordinated Creditor shall not contest the validity, perfection, priority or enforceability of any Lien granted to Senior Lender in any of the Collateral. The priority specified in this paragraph shall be applicable irrespective of the time or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to security interest or the Second-Priority Secured Parties on time or order of filing of any financing statements or other documents, or the Common giving of any notices of purchase money security interests or other notices, or the manner in which perfection is attained (whether or not by possession or control of any Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCCotherwise), or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoeverstatutes, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation rules of law, subrogation or otherwisecourt decisions to the contrary, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties act or any agent or trustee therefor regardless of how acquired, whether omission by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonSubordinated Creditor.

Subordination of Liens. Notwithstanding (a) All Liens (regardless of how acquired) securing or purporting to secure the dateSecond Lien Secured Obligations granted on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless of how acquired) securing or purporting to secure the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Notes Indenture, any Additional Second Lien Debt Facility, any Second Lien Security Document or any other agreement or instrument to the contrary or otherwise, and irrespective of the time, manner order or order method of filing or recordation of any document or instrument or grantcreation, attachment or perfection of any Liens securing or purporting to secure the Second Lien Secured Obligations granted to the Second-Priority Secured Parties on the Common Collateral and any Liens securing or purporting to secure the First Lien Secured Obligations granted on the Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of any Liens granted Lien securing or purporting to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding secure any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or First Lien Secured Obligations to any other circumstance whatsoever, each Second-Priority Agent, on behalf of Liens. Each Second Lien Representative for itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the Common Collateral securing any Second-Priority Claims, (b) any First Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Priority Claims Second Lien Secured Obligations for all purposespurposes regardless of whether the Lien purported to be granted is avoided or otherwise found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not such Liens securing legally or otherwise deficient in any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personmanner.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties secure any First Lien Obligations on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders secure any Second Lien Obligations on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law or any other applicable law or law, (iii) any provision of the Second-Priority First Lien Obligations Documents or the Senior Lender Documents Second Lien Obligations Documents, (iv) whether any First Lien Obligations Secured Party or Second Lien Obligations Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any Liens granted to secure the Second Lien Obligations or any Liens granted to secure any First Lien Obligations may be subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Second-Priority Agentof the Applicable Second Lien Agent and each relevant Representative, for itself and on behalf of itself and each the applicable Second-Priority Second Lien Obligations Secured PartyParties, hereby agrees that: , whether or not any Liens securing any First Lien Obligations are subordinated to any Liens securing any other Obligation of any Pledgor or any other person, (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor First Lien Obligations will at all times, regardless of how acquired, 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 Common Collateral securing or purporting to secure any Second-Priority ClaimsSecond Lien Obligations for all purposes, and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Priority Claims now or hereafter held by or on behalf of the TrusteeSecond Lien Obligations will at all times, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, 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 Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims First Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral (or any actual or alleged defect in any of the foregoing), and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien purporting to secure the First-Priority Obligations and/or the Second-Priority Obligations), each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Junior Lien Representative or any Junior Lien Secured Parties Party on the Common Collateral or of any Liens granted to the Intercreditor Agent First Lien Representative or the Senior Lenders any First Lien Secured Party on the Common Collateral and notwithstanding (or any actual or alleged defect or deficiency in any of the foregoing or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Collateral), (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or the Second-law, any Junior Priority Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Representative, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority Agentthe Junior Lien Representative, on behalf of itself and each applicable Second-Junior Lien Secured Party under its Junior Priority Secured PartyDocuments, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent First Lien Representative or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Junior Priority Claims, Obligations and (b) any Lien on the Common Collateral securing any Second-Junior Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent Junior Lien Representative or any Second-Priority Junior Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst Lien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Junior Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Junior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Collateral securing any Junior Priority Obligations for all purposes regardless of whether any Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or fraudulent transfer or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties secure any First Lien Obligations on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders secure any Second Lien Obligations on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law or any other applicable law or law, (iii) any provision of the Second-Priority First Lien Documents or the Senior Lender Documents Second Lien Documents, (iv) whether any First Lien Secured Party or Second Lien Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any Liens granted to secure the Second Lien Obligations or any Liens granted to secure any First Lien Obligations may be subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Agent, for itself and on behalf of itself and each applicable Second-Priority the Second Lien Secured PartyParties, hereby agrees that: whether or not any Liens securing any First Lien Obligations are subordinated to any Liens securing any other obligation of any Pledgor or any other person, (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor First Lien Obligations will at all times, regardless of when granted or perfected or how acquired, 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 Common Collateral securing any Second-Priority ClaimsSecond Lien Obligations for all purposes, and (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the TrusteeSecond Lien Obligations will at all times, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of when granted or perfected or how acquired, 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims First Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Junior Lien Collateral Agent or the Junior Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Junior Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Junior Lien Collateral Agent and each Second-Priority AgentJunior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured Party, hereby agrees agree that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor First Lien Collateral Agent or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsJunior Lien Obligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations now or hereafter held by or on behalf of the Trustee, the Junior Lien Collateral Agent or any Second-Priority Junior Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims First Lien Obligations and (c) with respect to any Second-Priority Claims Junior Lien Obligations other than the Indenture Obligations (and as between the Second-Priority Agents Trustee, the Junior Lien Collateral Agent, the other Junior Lien Representatives, the Indenture Secured Parties and the Second-Priority other Junior Lien Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims such Junior Lien Obligations now or hereafter held by or on behalf of the Trustee, the Junior Lien Collateral Agent Agent, any Junior Lien Representatives, any Indenture Secured Party or any Second-Priority Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank in all respects equally and ratably in all respectsto or junior to the Liens securing the Indenture Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson (including for the avoidance of doubt, with respect to Shared Receivables Collateral, the Liens thereon securing ABL Facility Obligtions). The Junior Lien Collateral Agent and each Junior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agree that any Lien purported to be granted on any Common Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Common Collateral securing any Junior Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) subject to the terms of Section 8.22, with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding The Subordinate Creditor agrees that the dateSubordinate Creditor will not hold any Lien or security interest in any real or personal property as security for any of the Subordinated Debt unless the Senior Creditor has given the Senior Creditor's prior written consent to the creation thereof. All such Liens and security interest (including if the Subordinate Creditor shall acquire any Lien or security interest in the future as security for the Subordinated Debt regardless of whether such Lien or security interest is permitted or prohibited by this Agreement or the Loan Documents) will be held by the Subordinate Creditor in accordance with the terms of this Agreement for the benefit of the Senior Creditor and shall enforce such Lien or security interest in accordance with the written instructions of the Senior Creditor. Any cash or other property received in violation of this Agreement on account of any Lien or security interest securing the Subordinated Debt shall be delivered to the Senior Creditor and, timein the case of cash, manner applied to, or, in the case of other property, held as collateral for, the Senior Debt. To the extent that any Subordinated Debt is now or hereafter secured by a Lien or security interest (a "Subordinate Lien") against any real or personal property that is also subject to a Lien or security interest securing the Senior Debt (a "Senior Debt"), the Subordinate Creditor agrees that such Subordinate Lien shall be second, junior and subordinate to such Senior Lien and such Senior Lien shall be first and prior to such Subordinate Lien. It is agreed that the priorities specified in the preceding sentence are applicable irrespective of the time or order of attachment or perfection of Liens and security interests, or the time or order of filing or recordation of any document or instrument or grantLiens and security interest, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on time or order of filing of financing statements, or the Common Collateral and notwithstanding any provision giving or failure to give notice of the UCC, acquisition or any applicable law expected acquisition of purchase money or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personsecurity interests.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, EXECUTION VERSION subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or otherwise has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Agents, for the benefit of Second-Priority Secured Parties Parties, on the Common Collateral Security Property or of any Liens granted to the Intercreditor Agent or the Senior Lenders Secured Parties on the Common Collateral Security Property and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral Security Property securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders Secured Parties or any 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 Common Collateral Security Property securing any Second-Priority Claims, (b) any Lien on the Common Collateral Security Property securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral Security Property securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral Security Property securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral Security Property securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral Security Property securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Second Lien Collateral Agent or the Second Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law Bankruptcy Law or other applicable law, the Second-Priority Second Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority Second Lien Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor First Lien Collateral Agent or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsSecond Lien Obligations in all respects, and (b) any Lien on the Common Collateral securing any Second-Priority Claims Second Lien Obligations now or hereafter held by or on behalf of the Trustee, the Second Lien Collateral Agent or any Second-Priority Second Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst Lien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Second Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Common Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Term Loan Collateral Agent or the Term Loan Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor ABL Collateral Agent or the Senior Lenders ABL Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law Bankruptcy Law or other applicable law, the Second-Priority Term Loan Documents or the Senior Lender Documents ABL Documents, (iii) whether the ABL Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Term Loan Collateral Agent, on behalf of itself and each applicable Second-Priority Term Loan Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims ABL Obligations now or hereafter held by or on behalf of the Intercreditor ABL Collateral Agent or any Senior Lenders ABL Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority ClaimsTerm Loan Obligations in all respects, and (b) any Lien on the Common Collateral securing any Second-Priority Claims Term Loan Obligations now or hereafter held by or on behalf of the Trustee, the Term Loan Collateral Agent or any Second-Priority Term Loan Secured Parties Party or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsABL Obligations. All Liens on the Common Collateral securing any Senior Lender Claims ABL Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims ABL Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Secured Parties, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the ABL Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Common Collateral securing any Term Loan Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding The Subordinate Creditors agree that neither ---------------------- of the dateSubordinate Creditors will hold any Lien or security interest in any real or personal property as security for any of the Subordinated Debt unless the Senior Creditor has given the Senior Creditor's prior written consent to the creation thereof. All such Liens and security interest (including if either of the Subordinate Creditors shall acquire any Lien or security interest in the future as security for the Subordinated Debt regardless of whether such Lien or security interest is permitted or prohibited by this Agreement or the Loan Documents) will be held by the Subordinate Creditors in accordance with the terms of this Agreement for the benefit of the Senior Creditor and shall enforce such Lien or security interest in accordance with the written instructions of the Senior Creditor. Any cash or other property received in violation of this Agreement on account of any Lien or security interest securing the Subordinated Debt shall be delivered to the Senior Creditor and, timein the case of cash, manner applied to, or, in the case of other property, held as collateral for, the Senior Debt. To the extent that any Subordinated Debt is now or hereafter secured by a Lien or security interest (a "Subordinate Lien") against any real or personal property that is also subject to a Lien or security interest securing the Senior Debt (a "Senior Lien"), the Subordinate Creditors agree that such Subordinate Lien shall be second, junior and subordinate to such Senior Lien and such Senior Lien shall be first and prior to such Subordinate Lien. It is agreed that the priorities specified in the preceding sentence are applicable irrespective of the time or order of attachment or perfection of Liens and security interests, or the time or order of filing or recordation of any document or instrument or grantLiens and security interests, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on time or order of filing of financing statements, or the Common Collateral and notwithstanding any provision giving or failure to give notice of the UCC, acquisition or any applicable law expected acquisition of purchase money or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personsecurity interests.

Subordination of Liens. Notwithstanding (a) All Liens (regardless of how acquired) securing the dateSecond Lien Secured Obligations granted on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless of how acquired) securing the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Securities Purchase Agreement, any Additional Second Lien Debt Facility, any Second Lien Security Document, any Second Lien Parity Intercreditor Agreement, any other Second Lien Note Document or any other agreement or instrument to the contrary or otherwise, and irrespective of the time, manner order or order method of filing or recordation of any document or instrument or grantcreation, attachment or perfection of any Liens securing the Second Lien Secured Obligations granted to the Second-Priority Secured Parties on the Common Collateral and any Liens securing the First Lien Secured Obligations granted on the Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of any Liens granted Lien securing any First Lien Secured Obligations to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of Liens. Each Second Lien Representative for itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the Common Collateral securing any Second-Priority Claims, (b) any First Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Second Lien Secured Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not such Liens securing legally or otherwise deficient in any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personmanner.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Second Lien Agent or the Second Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Agent or the Senior First Lien Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Priority Second Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Agent, on behalf of itself and each applicable Second-Priority Second Lien Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender First Lien Claims now or hereafter held by or on behalf of the Intercreditor First Lien Agent or any Senior Lenders First Lien Lender or any 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 Common Collateral securing any Second-Priority Claims, Second Lien Claims and (b) any Lien on the Common Collateral securing any Second-Priority Second Lien Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Lien Agent or any Second-Priority Second Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst Lien Claims. All Liens on the Common Collateral securing any Senior Lender First Lien Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Second Lien Claims for all purposes, whether or not such Liens securing any Senior Lender First Lien Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCCPPSA of any applicable jurisdiction, any Bankruptcy Law, or any other applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are adequately perfected or are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Secondany Junior-Priority Lien Collateral Agent or any Junior-Lien Secured Parties on the Common Shared Collateral or of any Liens granted to the Intercreditor Agent First-Lien Collateral Agents or the Senior Lenders First-Lien Secured Parties on the Common Shared Collateral (or any actual or alleged defect or deficiency in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Junior-Lien Debt Document or any applicable law First-Lien Debt Document, whether any First-Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Second-Priority Documents Shared Collateral, the fact that any such Liens may be subordinated, voided, avoided, invalidated or the Senior Lender Documents lapsed or any other circumstance whatsoever, each SecondJunior-Priority Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each applicable SecondJunior-Priority Lien Secured PartyParty under its Junior-Lien Debt Facility, hereby agrees that: that (ai) any Lien on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent any First-Lien Collateral Agent, any First-Lien Secured Parties or any Senior Lenders First-Lien Authorized Representative or any other agent or trustee therefor 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 Common Shared Collateral securing any SecondJunior-Priority Claims, Lien Obligations and (bii) any Lien on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations now or hereafter held by or on behalf of the Trusteeany Junior-Lien Authorized Representative, the any Junior-Lien Collateral Agent or any SecondJunior-Priority Lien Secured Parties or any other agent or trustee therefor 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 Shared Collateral securing any Senior Lender Claims and (c) with respect to any SecondFirst-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsLien Obligations. All Liens on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are (x) subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Notwithstanding any failure by any First-Lien Secured Party or Junior-Lien Secured Party to perfect its security interests in the Shared Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Shared Collateral granted to the First-Lien Secured Parties or the Junior-Lien Secured Parties, the priority and rights as between the First-Lien Secured Parties and the Junior-Lien Secured Parties with respect to the Shared Collateral shall be as set forth herein.

Subordination of Liens. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-any Second Priority Representative or any Second Priority Secured Parties on the Common Shared Collateral or of any Liens granted to the Intercreditor Senior Collateral Agent or the Senior Secured Lenders on the Common Shared Collateral (or any actual or alleged defect or deficiency in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Second Priority Debt Document or any applicable law or the Second-Priority Documents or Senior Debt Document, whether the Senior Lender Documents Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Shared Collateral, the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or any other circumstance whatsoever, each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that: that (ai) any Lien on the Common Shared Collateral securing any Senior Lender Claims Obligations now or hereafter held by or on behalf of the Intercreditor Agent Senior Collateral Agent, any Senior Secured Parties or any Senior Lenders Representative or any other agent or trustee therefor 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 Common Shared Collateral securing any Second-Second Priority Claims, Debt Obligations and (bii) any Lien on the Common Shared Collateral securing any Second-Second Priority Claims Debt Obligations now or hereafter held by or on behalf of the Trusteeany Second Priority Representative, the Collateral Agent or any Second-Second Priority Secured Parties or any Second Priority Representative or other agent or trustee therefor 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 Shared Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Shared Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral securing any Second-Second Priority Claims Debt Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims Obligations are (x) subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Notwithstanding any failure by any Senior Secured Party or Second Priority Secured Party to perfect its security interests in the Shared Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Shared Collateral granted to the Senior Secured Parties or the Second Priority Secured Parties, the priority and rights as between the Senior Secured Parties and the Second Priority Secured Parties with respect to the Shared Collateral shall be as set forth herein.

Subordination of Liens. Notwithstanding The Secured Parties' rights and security interest in the dateCollateral are hereby (and shall automatically be) subordinated to all other Liens, timesecurity interests, manner or order of filing or recordation mortgages, claims and rights of any document or instrument or grantkind that may be granted from time to time after the date hereof to secure obligations arising after the date hereof, attachment or perfection of any including Liens granted to and security interests securing the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision repayment of the UCCprincipal of and accrued interest on, and other obligations with respect to, indebtedness for money borrowed (other than indebtedness for money borrowed under the Indenture dated as of December 28, 1998 and the Indenture dated as of December 1, 1999, each between the Company and State Street Bank and Trust Company of California, N.A. (the "Indentures") and any refinancings of the Indentures). Each Secured Party hereby agrees to enter into any subordination or any applicable law or inter-creditor agreement reasonably requested by the Second-Priority Documents or the Senior Lender Documents Company or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now lender to or hereafter held by or on behalf creditor of the Intercreditor Agent Company, in customary form for comparable transactions by such lender or any Senior Lenders creditor to evidence or any 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 confirm such Lien subordination with respect to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between exercise of the Second-Priority Agents and the Second-Priority Secured Parties' rights hereunder; provided, however, that such subordination agreement or inter-creditor agreement shall relate only to the Lien of the Secured Parties and shall in no way limit or restrict the rights of the Secured Parties pursuant to the Notes. Furthermore, the foregoing shall in no way limit or prejudice any rights that the Secured Parties may have pursuant to the terms of the Notes or the Securities Purchase Agreement. Notwithstanding the foregoing, the Secured Parties' rights and security interest in the Collateral shall not be subordinated to (i) the Indentures or any refinancing of the Indentures or (ii) any indebtedness if, at the time such indebtedness is first incurred (or, in the case of indebtedness that refinances or refunds other indebtedness, at the time such refinanced or refunded indebtedness was first incurred), after giving effect to the Liens on incurrence of such indebtedness, the Common total book value of the Collateral securing any Second-Priority Claims now or hereafter held by or on behalf the Secured Obligations pursuant to this Agreement, less the total aggregate principal amount of all secured indebtedness of the TrusteeCompany for money borrowed (excluding the Secured Obligations) which is secured by the Collateral, in each case determined in accordance with generally accepted accounting principles, would exceed the Collateral Agent or any Secondthen-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation outstanding principal amount of the Company, any other Grantor or any other PersonNotes.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the CompanyCompanies, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Notes Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Lien Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Notes Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. (a) Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-any Second Priority Agent or any other Second Priority Secured Parties Party on the Common Collateral or of any Liens granted to the Intercreditor any Senior Agent or the any other Senior Lenders Secured Party on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any Senior Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the failure or alleged failure to perfect any such Liens, (v) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any Senior Agent or any Senior Lenders Secured Party or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Lien Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Companyany Borrower, any other Grantor or any other PersonPerson or otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties secure any First Lien Obligations on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders secure any Junior Lien Obligations on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law or any other applicable law or law, (iii) any provision of the Second-Priority First Lien Obligations Documents or the Senior Lender Documents Junior Lien Obligations Documents, (iv) whether any First Lien Obligations Secured Party or Junior Lien Obligations Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (v) the fact that any Liens granted to secure the Junior Lien Obligations or any Liens granted to secure any First Lien Obligations may be subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Second-Priority Agentof the Applicable Junior Lien Agent and each relevant Representative, for itself and on behalf of itself and each the applicable Second-Priority Junior Lien Obligations Secured PartyParties, hereby agrees that: whether or not any Liens securing any First Lien Obligations are subordinated to any Liens securing any other Obligation of any Pledgor or any other person, (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor First Lien Obligations will at all times, regardless of how acquired, 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 Common Collateral securing or purporting to secure any Second-Priority Claims, Junior Lien Obligations for all purposes and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Priority Claims now or hereafter held by or on behalf of the TrusteeJunior Lien Obligations will at all times, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, 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 Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in First Lien Obligations for all respectspurposes. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Priority Claims Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor Pledgor or any other Personperson or are otherwise voided, avoided, invalidated, or lapsed.

Subordination of Liens. Notwithstanding the date, time, manner manner, or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-any First Lien Priority Secured Representative or any First Lien Priority Debt Parties on the Common Shared Collateral or of any Liens granted to the Intercreditor Agent any Super Senior Representative or the any other Super Senior Lenders Secured Party on the Common Shared Collateral (or any actual or alleged failure to perfect or other defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any First Lien Priority Debt Document, or any applicable law Super Senior Debt Document, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Second-Priority Documents Borrower or the Senior Lender Documents any other Grantor, or any other circumstance whatsoever, each Second-First Lien Priority AgentRepresentative, on behalf of itself and each applicable Second-First Lien Priority Secured PartyDebt Party under its First Lien Priority Debt Facility, hereby agrees that: that (a) any Lien on the Common Shared Collateral securing or purporting to secure any Super Senior Lender Claims Obligations now or hereafter held by or on behalf of the Intercreditor Agent any Super Senior Representative or any other Super Senior Lenders Secured Party or any other agent or trustee therefor 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 Common Shared Collateral securing or purporting to secure any Second-First Lien Priority Claims, Debt Obligations and (b) any Lien on the Common Shared Collateral securing or purporting to secure any Second-First Lien Priority Claims Debt Obligations now or hereafter held by or on behalf of the Trusteeany First Lien Priority Representative, the Collateral Agent any First Lien Priority Debt Parties, or any Second-Priority Secured Parties or any other agent or trustee therefor therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Shared Collateral securing or purporting to secure any Super Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Shared Collateral securing or purporting to secure any Super Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral securing or purporting to secure any Second-First Lien Priority Claims Debt Obligations for all purposes, whether or not such Liens securing any Super Senior Lender Claims Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other PersonPerson or otherwise subordinated, voided, avoided, invalidated, or lapsed.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority respective Secured Parties on the any Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or Bankruptcy Law, any applicable law or any Finance Document, (iii) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Lien Agent, on behalf of itself and each applicable Second-Priority Lien Secured Party, hereby agrees that: (a) any Lien on the Common First-Lien Collateral securing any Senior Lender Claims First-Lien Obligations now or hereafter held by or on behalf of the Intercreditor First-Lien Agent or any Senior Lenders First-Lien Secured Party or any 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 such Common Collateral securing any Second-Priority Claims, Lien Obligations and (b) any Lien on the Common Collateral securing any Second-Priority Claims Lien Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Second-Lien Agent or any Second-Priority Lien Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any SecondFirst-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsLien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Second Lien Collateral Agent or the Second Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Second Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Collateral Agent, on behalf of itself and each applicable Second-Priority Second Lien Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor First Lien Collateral Agent or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsSecond Lien Obligations, and (b) any Lien on the Common Collateral securing any Second-Priority Claims Second Lien Obligations now or hereafter held by or on behalf of the Trustee, the Second Lien Collateral Agent or any Second-Priority Second Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst Lien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Second Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, expressly agrees that any Lien purported to be granted on any Common Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Common Collateral securing any Second Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Secondany Junior-Priority Lien Collateral Agent or any Junior-Lien Secured Parties on the Common Shared Collateral or of any Liens granted to the Intercreditor Agent First-Lien Collateral Agents or the Senior Lenders First-Lien Secured Parties on the Common Shared Collateral (or any actual or alleged defect or deficiency in any of the foregoing) and notwithstanding any provision of the UCC, any Bankruptcy Law, any other applicable law, any Junior-Lien Debt Document or any applicable law First-Lien Debt Document, whether any First-Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Second-Priority Documents Shared Collateral, the fact that any such Liens may be subordinated, voided, avoided, invalidated or the Senior Lender Documents lapsed or any other circumstance whatsoever, each SecondJunior-Priority Lien Authorized Representative and each Junior-Lien Collateral Agent, on behalf of itself and each applicable SecondJunior-Priority Lien Secured PartyParty under its Junior-Lien Debt Facility, hereby agrees that: that (ai) any Lien on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent any First-Lien Collateral Agent, any First-Lien Secured Parties or any Senior Lenders First-Lien Authorized Representative or any other agent or trustee therefor therefor, regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Shared Collateral securing any SecondJunior-Priority Claims, Lien Obligations and (bii) any Lien on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations now or hereafter held by or on behalf of the Trusteeany Junior-Lien Authorized Representative, the any Junior-Lien Collateral Agent or any SecondJunior-Priority Lien Secured Parties or any other agent or trustee therefor therefor, regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Shared Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst- Lien Obligations. All Liens on the Common Shared Collateral securing any Senior Lender Claims First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Shared Collateral securing any SecondJunior-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are (x) subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Notwithstanding any failure by any First-Lien Secured Party or Junior-Lien Secured Party to perfect its security interests in the Shared Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Shared Collateral granted to the First-Lien Secured Parties or the Junior-Lien Secured Parties, the priority and rights as between the First-Lien Secured Parties and the Junior-Lien Secured Parties with respect to the Shared Collateral shall be as set forth herein.

Subordination of Liens. Notwithstanding (a) All Liens (regardless of how acquired) securing the dateSecond Lien Secured Obligations granted on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless of how acquired) securing the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Credit Agreement, any Additional Second Lien Debt Facility, any Second Lien Security Document, any Second Lien Parity Intercreditor Agreement, any other Second Lien Loan Document or any other agreement or instrument to the contrary or otherwise, and irrespective of the time, manner order or order method of filing or recordation of any document or instrument or grantcreation, attachment or perfection of any Liens securing the Second Lien Secured Obligations granted to the Second-Priority Secured Parties on the Common Collateral and any Liens securing the First Lien Secured Obligations granted on the Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of any Liens granted Lien securing any First Lien Secured Obligations to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of Liens. Each Second Lien Representative for itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the Common Collateral securing any Second-Priority Claims, (b) any First Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Second Lien Secured Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not such Liens securing legally or otherwise deficient in any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personmanner.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Documents or the Senior Lender Documents Documents, (iii) whether the Intercreditor Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents First-Priority Documents, the fact that any Liens granted to secure the Second-Priority Obligations or any Liens granted to secure any First-Priority Obligations may be subordinated, voided, avoided, invalidated or lapsed, or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing or purporting to secure any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing or purporting to secure any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing or purporting to secure any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Lender Claims First-Priority Obligations are voided, avoided, invalidated, or lapsed or subordinated to any Lien securing any other obligation of the CompanyParent Borrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties Party or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the CompanyParent, CSL Capital, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any defects or deficiencies in any Liens granted to the First-Priority Secured Parties or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the CompanyCompanies, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of execution, delivery, filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Subordinated Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First Priority Lien Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any other applicable law law, or the Second-Priority Subordinated Lien Debt Documents or the Senior Lender First Priority Lien Debt Documents or any other circumstance whatsoever, each Second-Priority AgentSubordinated Lien Debt Representative, on behalf of itself and each applicable Second-Priority Subordinated Lien Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender First Priority Claims now or hereafter held by or on behalf of the Intercreditor Agent First Priority Lien Collateral Trustee or any Senior Lenders First Priority Lien Holder or any agent or trustee therefor regardless of how acquired, whether by agreement, grant, possession, statute, operation of law, subrogation subrogation, judicial order or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, Subordinated Lien Claims and (b) any Lien on the Common Collateral securing any Second-Priority Subordinated Lien Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Second Priority Senior Secured Notes Trustee or any Second-Priority Subordinated Lien Secured Parties or any agent or trustee therefor regardless of how acquired, whether by agreement, grant, statute, operation of law, subrogation subrogation, judicial order or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-First Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender First Priority Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Subordinated Lien Claims for all purposes, whether or not such Liens securing any Senior Lender First Priority Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. Notwithstanding any failure by any of the First Priority Lien Secured Parties, on the one hand, or any of the Subordinated Lien Secured Parties, on the other hand, to perfect their security interests in the Common Collateral or any avoidance, disallowance, invalidation, subordination or recharacterization by any Person or court of any of the security interests in the Common Collateral granted or purported to be granted to the First Priority Lien Secured Parties or the Subordinated Lien Secured Parties, the respective priority and rights with respect to all the Common Collateral and any proceeds of any Common Collateral as between the First Priority Lien, on the one hand, and all Liens of any of the Subordinated Lien Holders, on the other hand, shall be as set forth in this Agreement.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Junior Lien Collateral Agent or the Junior Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Collateral Agent or the Senior Lenders First Lien Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Junior Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Junior Lien Collateral Agent and each Second-Priority AgentJunior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor First Lien Collateral Agent or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsJunior Lien Obligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations now or hereafter held by or on behalf of the Trustee, the Junior Lien Collateral Agent or any Second-Priority Junior Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims First Lien Obligations and (c) with respect to any Second-Priority Claims Junior Lien Obligations other than the Bridge Obligations or any Refinancings thereof (and as between the Second-Priority Agents Junior Lien Collateral Agent, the other Junior Lien Representatives, the Bridge Secured Parties and the Second-Priority other Junior Lien Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations now or hereafter held by or on behalf of the TrusteeJunior Lien Collateral Agent, the Collateral Agent any Junior Lien Representatives, any Bridge Secured Party or any Second-Priority Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank in all respects equally and ratably in all respectsto or junior to the Liens securing the Bridge Obligations or any Refinancings thereof. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Junior Lien Collateral Agent and each Junior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agree that any Lien purported to be granted on any Common Collateral as security for the First Lien Obligations shall be deemed to be and shall be deemed to remain senior in all respects and prior to all Liens on the Common Collateral securing any Junior Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Second- Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or alleged deficiency in any of the foregoing) of any Liens granted to the Second-Junior Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Senior Priority Agent or the Senior Lenders Priority Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Junior Priority Documents or the Senior Lender Documents Priority Documents, (iii) whether the Senior Priority Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Junior Priority Agent, on behalf of itself and each applicable Second-Junior Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Priority Claims now or hereafter held by or on behalf of the Intercreditor any Senior Priority Agent or any Senior Lenders Priority Secured Parties or any 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 Common Collateral securing any Second-Junior Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Junior Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Junior Priority Agent or any Second-Junior Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Priority Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Junior Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Priority Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-any Second Priority Agent or Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders Creditors on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Creditor Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Creditor Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders Creditors or any 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 Common Collateral securing or purporting to secure any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsCreditor Claims. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Creditor Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Second Priority Claims for all purposes, whether or not such Liens securing or purporting to secure any Senior Lender Creditor Claims are adequately perfected or are subordinated to any Lien securing or purporting to secure any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the CompanyBorrowers, any other Grantor Pledgor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-any Second Priority Secured Parties Party on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are adequately perfected or are subordinated to any Lien securing any other obligation of the CompanyIssuer, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Junior Lien Collateral Agent or the Junior Lien Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Collateral Agent or the Senior Lenders any First Lien Secured Party on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Junior Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether any First Lien Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Junior Lien Collateral Agent and each Second-Priority AgentJunior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured Party, hereby agrees agree that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor any First Lien Collateral Agent or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsJunior Lien Obligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations now or hereafter held by or on behalf of the Trustee, the Junior Lien Collateral Agent or any Second-Priority Junior Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims First Lien Obligations and (c) with respect to any Second-Priority Claims Junior Lien Obligations other than the Junior Lien Indenture Obligations (and as between the Second-Priority Agents Junior Lien Trustee, the Junior Lien Collateral Agent, the other Junior Lien Representatives, the Junior Lien Indenture Secured Parties and the Second-Priority other Junior Lien Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims such Junior Lien Obligations now or hereafter held by or on behalf of the Junior Lien Trustee, the Junior Lien Collateral Agent Agent, any Junior Lien Representatives, any Junior Lien Indenture Secured Party or any Second-Priority Junior Lien Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank in all respects equally and ratably in all respectsto or junior to the Liens securing the Junior Indenture Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Junior Lien Collateral Agent and each Junior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agree that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all purposes regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or fraudulent transfer or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims Any and all Liens now existing or hereafter held by created or on behalf arising in favor of any Second Priority Secured Party securing the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor Second Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwiseotherwise are expressly junior in priority, shall have priority over operation and be senior in all respects and prior effect to any Lien on and all Liens now existing or hereafter created or arising in favor of the Common Collateral First Priority Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any Second-agreement or filing to which any Second Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims Secured Party may now or hereafter held by or on behalf be a party, and regardless of the Trusteetime, the Collateral Agent order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Second-Priority Secured Parties defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any agent applicable law or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation any First Priority Document or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing Second Priority Document or any Senior Lender Claims other circumstance whatsoever and (ciii) with respect to the fact that any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the such Liens on the Common Collateral securing in favor of any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-First Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on of the Common Collateral securing any Second-First Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims Obligations are (x) subordinated to any Lien securing any other obligation of any Loan Party other than the CompanySecond Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. The subordination of the Liens of the Second Priority Secured Parties in and to the Common Collateral in favor of the First Priority Secured Parties provided for herein shall not be deemed to (1) subordinate the Liens of the Second Priority Secured Parties to the Liens of any other Grantor Person (including, solely with respect to any portion of the First Priority Obligations in excess of the Cap Amount, the First Priority Secured Parties), (2) subordinate the Second Priority Obligations to any other indebtedness of the Borrower or any other PersonLoan Party, including the First Priority Obligations or (3) prevent the Second Priority Representative from taking all such actions as it shall deem necessary to continue the perfection of the Second Priority Liens on any Second Priority Collateral.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-any Second Priority Agent or Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders Creditors on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Creditor Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Creditor Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders Creditors or any agent or trustee therefor regardless of how acquired, whether by grantxxxxx, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing or purporting to secure any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsCreditor Claims. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Creditor Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Second Priority Claims for all purposes, whether or not such Liens securing or purporting to secure any Senior Lender Creditor Claims are adequately perfected or are subordinated to any Lien securing or purporting to secure any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Junior Lien Representative or any Junior Lien Secured Parties Party on the Common Collateral or of any Liens granted to the Intercreditor Agent First Lien Representative or the Senior Lenders any First Lien Secured Party on the Common Collateral and notwithstanding (or any actual or alleged defect or deficiency in any of the foregoing or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Collateral), (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or the Second-Priority law, any Junior Lien Documents or the Senior Lender Documents First Lien Documents, (iii) whether the First Lien Representative, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority Agentthe Junior Lien Representative, on behalf of itself and each applicable Second-Priority Junior Lien Secured PartyParty under its Junior Lien Documents, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First Lien Obligations now or hereafter held by or on behalf of the Intercreditor Agent First Lien Representative or any Senior Lenders First Lien Secured Parties or any 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 Common Collateral securing any Second-Priority Claims, Junior Lien Obligations and (b) any Lien on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent Junior Lien Representative or any Second-Priority Junior Lien Secured Parties Party or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsFirst Lien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Junior Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. The Junior Lien Representative, for itself and on behalf of the Junior Lien Secured Parties, expressly agrees that any Lien purported to be granted on any Collateral as security for the First Lien Obligations shall be deemed to be, and shall be deemed to remain, senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all purposes regardless of whether any Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or fraudulent transfer or legally or otherwise deficient in any manner.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims Any and all Liens now existing or hereafter held by created or on behalf arising in favor of any Second Lien Secured Party securing the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have otherwise are expressly junior in priority over and be senior in all respects and prior to any and all Liens now existing or hereafter created or arising in favor of the First Lien on Secured Parties securing the Common Collateral securing First Lien Obligations, notwithstanding (i) anything to the contrary contained in any Second-Priority Claims, (b) agreement or filing to which any Second Lien on the Common Collateral securing any Second-Priority Claims Secured Party may now or hereafter held by or on behalf be a party, and regardless of the Trusteetime, the Collateral Agent order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Second-Priority Secured Parties defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or the PPSA or any agent applicable law or trustee therefor regardless any First Lien Collateral Document or Second Lien Collateral Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor 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 Collateral any First Lien Secured Party securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are (x) subordinated to any Lien securing any other obligation of any Grantor other than the CompanySecond Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. The subordination of the Liens of the Second Lien Secured Parties in and to the Collateral in favor of the First Lien Secured Parties provided for herein shall not be deemed to (a) subordinate the Liens of the Second Lien Secured Parties to the Liens of any other Grantor Person (including, solely with respect to any portion of the First Lien Obligations in excess of the First Lien Cap, the First Lien Secured Parties), or (b) subordinate the Second Lien Obligations to any other Indebtedness of the Company or any other PersonGrantor, including the First Lien Obligations.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection NY\1176130.13||| 038263-0065|| (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether the First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent Senior Representatives or the Senior Lenders Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any Senior Representative, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority AgentRepresentative, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent any Senior Representative or any Senior Lenders Secured Parties or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Lien Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are adequately perfected or are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral (or any actual or alleged defect in any of the foregoing), and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoeverwhatsoever (including any non-perfection of any Lien purporting to secure the First-Priority Obligations and/or the Second-Priority Obligations), each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing or purporting to secure any Second-Priority Claims, Obligations and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grantxxxxx, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any SecondFirst-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing or purporting to secure any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonPerson or otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation (a) Subordinated Lender hereby covenants and agrees that any Liens and rights of any document kind Subordinated Lender may now have and hereafter acquire (or instrument be deemed to now have or granthereafter acquire) against the Company or any Obligor and/or any Company Property, attachment or perfection of any Liens granted if any, shall be subordinate and subject to the Second-Priority Secured Parties on Liens and rights against the Common Collateral or Company, Obligors and/or Company Property of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents arising from or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf out of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor Indebtedness, regardless of how acquiredthe order, whether by grant, statute, operation of law, subrogation time or otherwise, shall have priority over and be senior manner in all respects and prior which any Liens attach to or are perfected in any Lien on the Common Collateral securing any Second-Priority Claims, Company Property. (b) If (x) the Company or any Obligor, as the case may be, desires to make any distribution or payment or to sell any Company Property as to which the Senior Lender has provided its written consent or which is otherwise permitted under the Senior Loan Documents or (y) the Senior Lender releases its Lien on the Common Collateral securing in connection with any Second-Priority Claims now sale or hereafter held by or on behalf disposition of the Trusteeany Company Property, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, Subordinated Lender shall be junior deemed to have consented to such disposition and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) shall execute such releases with respect to such Company Property to be sold as the Senior Lender requests to evidence the release of any Second-Priority Claims (and as between Lien against such property the Second-Priority Agents and Subordinated Lender may have or be deemed to have. Subordinated Lender hereby irrevocably appoints the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf holder of the Trustee, Senior Indebtedness as the Collateral Agent true and lawful attorneys of the Subordinated Lender for the purpose of executing and filing any such releases. Subordinated Lender hereby waives any rights Subordinated Lender has or may have in the future to object to the appointment of a receiver for all or any Second-Priority Secured Party portion of the equity or the assets of the Company or any agent Obligor or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any to require Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.to

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or otherwise has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.. Second Lien Intercreditor Agreement

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-any Second Priority Agent or Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the CompanyBorrower, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCCUCC of any applicable jurisdiction, any Bankruptcy Law, or any other applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing or purporting to secure any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing or purporting to secure any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing or purporting to secure any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing or purporting to secure any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing or purporting to secure any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Second Priority Claims for all purposes, whether or not such Liens securing or purporting to secure any Senior Lender Claims are adequately perfected, invalidated, avoided, voided, or lapsed or are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each the Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims the First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any the Second-Priority Claims, Obligations and (b) any Lien on the Common Collateral securing any the Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Secondthe First-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Collateral securing any Senior Lender Claims the First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any the Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims the First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, manner method, manner, or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or in favor of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders Secured Party in respect of all or any agent or trustee therefor portion of the Collateral and regardless of how acquired, any such Lien was acquired (whether by grant, statute, operation of law, subrogation or otherwise), shall have priority over and be senior (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in all respects and prior favor of any Agent or any Secured Party in any Collateral, (iii) any provision of the UCC, any Debtor Relief Law, or any applicable law or of any Second Lien Document or any First Lien Document, (iv) the date on which any Second Lien Obligations or any First Lien Obligations are advanced or made available to any Grantors, (v) the fact that any such Liens in favor of any Second Lien Agent or any Second Lien Secured Party securing any of the Second Lien Obligations are (x) subordinated to any Lien on the Common Collateral securing any Second-Priority Claimsobligation of any Grantor other than the First Lien Obligations, or (y) otherwise subordinated, (bvi) the fact that any such Liens in favor of any First Lien Agent or any First Lien Secured Party securing any of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Grantor, or (y) otherwise subordinated or (vii) any other circumstance of any kind or nature whatsoever, each Second Lien Agent (including the Notes Agent) on behalf of itself and each applicable Second Lien Secured Party (including each Notes Secured Party), and each First Lien Agent (including the Credit Agreement Agent), on behalf of itself and each applicable First Lien Secured Party (including each Credit Agreement Secured Party), hereby agrees that: (a) any Lien on in respect of all or any portion of the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any Second Lien Agent or any Second-Priority Second Lien Secured Parties Party that secures all or any agent or trustee therefor regardless portion of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, the Second Lien Obligations shall in all respects be junior and subordinate to the Liens in favor of any First Lien Agent or any First Lien Secured Party in all respects to all Liens on or such portion of the Common Collateral securing all or any Senior Lender Claims portion of the First Lien Obligations, unless and until the Discharge of First Lien Obligations has occurred and (cb) with any Lien in respect to of all or any Second-Priority Claims (and as between portion of the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral any First Lien Agent or any Second-Priority First Lien Secured Party that secures all or any agent or trustee therefor regardless portion of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, the First Lien Obligations shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects be senior and prior to any Liens in favor of any Second Lien Agent or any Second Lien Secured Party in all Liens on or such portion of the Common Collateral securing all or any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation portion of the CompanySecond Lien Obligations, any other Grantor or any other Personunless and until the Discharge of First Lien Obligations has occurred.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Indenture Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First-Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Noteholder Collateral Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Indenture Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held (or purported to be held) by or on behalf of the Intercreditor First-Lien Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwiseotherwise (whether perfected or unperfected), shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, Noteholder Claims and (b) any Lien on the Common Collateral (whether perfected or unperfected) securing (or purported to be securing) any Second-Priority Noteholder Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Priority Indenture Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Noteholder Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner manner, order or order method of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to any Junior Priority Agent or the Second-Junior Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any Senior Priority Agent or the Senior Lenders Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, Bankruptcy Law or any applicable law or the Second-Junior Priority Documents or the Senior Lender Priority Documents or any other circumstance whatsoevercircumstance, agreement or instrument whatsoever and irrespective of the subordination of any Lien securing any Senior Priority Obligations to any other Liens, each Second-Junior Priority Agent, on behalf of itself and each applicable Second-Junior Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims Priority Obligations now or hereafter held by or on behalf of the Intercreditor any Senior Priority Agent or any Senior Lenders Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be are expressly senior in right, priority, operation, effect and all other respects and prior to any Lien on the Common Collateral securing any Second-Junior Priority ClaimsObligations, regardless of whether any such Lien purported to be granted is found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise deficient in any manner and (b) any Lien on the Common Collateral securing any Second-Junior Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral any Junior Priority Agent or any Second-Junior Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be are expressly junior and subordinate in right, priority, operation, effect and all other respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsObligations. All Liens on the Common Collateral securing any Senior Lender Claims Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Junior Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender First-Priority Documents or any other circumstance whatsoever, each Second-Priority AgentRepresentative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims First-Priority Obligations now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority ClaimsObligations, (b) any Lien on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties Party or any 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 Collateral securing any Senior Lender Claims First-Priority Obligations and (c) with respect to any Second-Priority Claims Obligations (and as between the Second-Priority Agents and among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any Senior Lender Claims First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Priority Obligations are subordinated to any Lien securing any other obligation of the CompanyParent, CSL Capital, any other Grantor or any other Person.. 12

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor any First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any Liens granted to the Second Priority Secured Parties or any Liens granted to any First Lien Agent or Senior Lenders may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent Trustee or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall have priority over and be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. (a) Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any second-priority Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any first-priority Liens granted to the Intercreditor any First Lien Agent or the Senior First Lien Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable other federal, state or foreign law or the Second-Second Priority Documents or the Senior First Lien Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (aA) any first-priority Lien on the Common Collateral securing any Senior First Lien Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior First Lien Lenders or any 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 second-priority Lien on the Common Collateral securing any Second-Second Priority Claims, Claims and (bB) any second-priority Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Lien Agent or any Second-Second Priority Secured Parties or any 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 first-priority Liens on the Common Collateral securing any Senior First Lien Lender Claims and (c) with respect to any SecondClaims. All first-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the priority Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior First Lien Lender Claims shall be and remain senior in all respects and prior to all second-priority Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such first-priority Liens securing any Senior First Lien Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding the date, time, manner (i) Any and all Liens now existing or order of filing hereafter created or recordation arising in favor of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-First Lien Junior Priority Secured Parties on Party securing the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCCFirst Lien Junior Priority Obligations, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwiseotherwise are expressly junior in priority, shall have priority over operation and be senior in all respects and prior effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien on Senior Priority Secured Parties securing the Common Collateral securing First Lien Senior Priority Obligations, notwithstanding (i) anything to the contrary contained in any Second-agreement or filing to which any First Lien Junior Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims Secured Party may now or hereafter held by or on behalf be a party, and regardless of the Trusteetime, the Collateral Agent order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Second-Priority Secured Parties defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code, any applicable law or any agent First Lien Senior Priority Document or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation First Lien Junior Priority Document or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims other circumstance whatsoever and (ciii) with respect to the fact that any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the such Liens on the Common Collateral securing in favor of any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-First Lien Senior Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any of the First Lien Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims Obligations are (x) subordinated to any Lien securing any other obligation of any Loan Party other than the CompanyFirst Lien Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. Exhibit 10.14 (b) No First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any other Grantor Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. Notwithstanding any failure by any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party to perfect its security interests in the Common Collateral or any other Personavoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Lien Senior Priority Secured Parties or the First Lien Junior Priority Secured Parties, the priority and rights as between the First Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

Subordination of Liens. Notwithstanding the date, time, manner manner, or order of filing or recordation of any document or instrument or grant, attachment attachment, or perfection of any Liens granted to the Second-Priority Secured Parties Junior Bridge Noteholders Collateral Agent for the benefit of the Junior Bridge Noteholders on the Common Collateral or of any Liens granted to the Intercreditor Senior Convertible Noteholders Collateral Agent or for the benefit of the Senior Lenders Convertible Noteholders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Junior Bridge Notes Documents or the Senior Lender Convertible Notes Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, Junior Bridge Notes Party hereby agrees that: that (ai) any Lien on the Common Collateral securing any Senior Lender Convertible Notes Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders Convertible Notes Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Junior Bridge Notes Claims, and (b) any Lien on the Common Collateral securing any Second-Priority Junior Bridge Notes Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Junior Bridge Notes Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsConvertible Notes Claims. All Liens on the Common Collateral securing any Senior Lender Convertible Notes Claims shall be and shall remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Junior Bridge Notes Claims for all purposes, whether or not such Liens securing any Senior Lender Convertible Notes Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor Company or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor First Lien Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether the First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-the Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor First Lien Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Priority Agent or any Second-Second Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. (a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Junior Lien in respect of any applicable Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Lien in respect of any Common Collateral and notwithstanding any provision of the UCCUniform Commercial Code, or any applicable law law, any security agreement, any alleged or actual defect or deficiency in any of the Second-Priority Documents or the Senior Lender Documents foregoing or any other circumstance circumstances whatsoever, each Second-Priority Agent, the Bank Group Representative on behalf of itself and each applicable Second-Priority of the Bank Group Secured PartyParties, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or Pension Fund Representative on behalf of the Intercreditor Agent or Pension Fund Secured Parties and the Convertible Note Representative on behalf of the Convertible Note Secured Parties with respect to such applicable Common Collateral hereby agrees that (i) any Senior Lenders or any agent or trustee therefor Lien in respect of such Common Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation segregation or otherwise, shall have priority over be and be shall remain senior in all respects and prior to any Junior Lien on the in respect of such Common Collateral securing any Second-Priority ClaimsCollateral, (bii) any Junior Second Lien on the in respect of such Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the TrusteeCollateral, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation segregation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims shall remain senior and (c) with respect prior to any Second-Priority Claims Junior Third Lien in respect of such Common Collateral, (and as between the Second-Priority Agents and the Second-Priority Secured Parties)iii) any Junior Second Lien in respect of such Common Collateral, the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation segregation or otherwise, shall rank equally be junior and ratably subordinate in all respectsrespects to any Senior Lien in respect of such Common Collateral and (iv) any Junior Third Lien in respect of such Common Collateral, regardless of how acquired, whether by grant, statute, operation of law, segregation or otherwise, shall be junior and subordinate in all respects to any Senior Lien and any Junior Second Lien in respect of such Common Collateral. All Liens on For the avoidance of doubt, the lien priorities with respect to the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens are set forth on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other PersonSchedule D attached hereto.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority respective Secured Parties on the any Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or Bankruptcy Law, any applicable law or any Finance Document, (iii) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Lien Agent, on behalf of itself and each applicable Second-Priority Lien Secured Party, hereby agrees that: (a) any Lien on the Common First-Lien Collateral securing any Senior Lender Claims First-Lien Obligations now or hereafter held by or on behalf of the Intercreditor First-Lien Agent or any Senior Lenders First-Lien Secured Party or any 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 such Common Collateral securing any Second-Priority ClaimsLien Obligations, and (b) any Lien on the Common Collateral securing any Second-Priority Claims Lien Obligations now or hereafter held by or on behalf of the Trustee, the Collateral Second-Lien Agent or any Second-Priority Lien Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any SecondFirst-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsLien Obligations. All Liens on the Common Collateral securing any Senior Lender Claims First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, or the Bankruptcy Code, any applicable law or law, the Second-Priority Documents or the Senior Lender Documents Documents, (iii) whether the Intercreditor Agent or any Senior Lenders, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any 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 Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Collateral Agent or the Senior Lenders Secured Parties on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable law or the Second-Second Priority Documents or the Senior Lender Documents Documents, (iii) whether the Collateral Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Second Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Collateral Agent or any Senior Lenders Noteholders or any 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 Common Collateral securing any Second-Second Priority Claims, Claims and (b) any Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Second Priority Secured Parties or any agent, collateral 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 Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respectsClaims. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.