Common use of Subordination of Liens Clause in Contracts

Subordination of Liens. Any and all Liens now existing or hereafter created or arising in favor of the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated Indebtedness, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior Indebtedness, notwithstanding (a) anything to the contrary contained in any agreement or filing to which any Senior First Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (b) any provision of the UCC or any applicable law or any Senior Loan Document or Subordinated Debenture Document or any other circumstance whatsoever and (c) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness are (i) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness or (ii) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Lien Secured Parties securing any of the Senior IndebtednessFirst Lien Obligations (other than Excess First Lien Obligations), notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Second Lien Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Lien Document or Subordinated Debenture Second Lien Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Lien Secured Party securing any of the Senior Indebtedness such First Lien Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. Any (a) Subject to the order of application of proceeds in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessJunior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Junior Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Junior Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Junior Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the ABL Priority Collateral now existing or hereafter created or arising in favor of any Indenture Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessIndenture Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the ABL Priority Collateral now existing or hereafter created or arising in favor of the Senior First Priority ABL Secured Parties securing any of the Senior IndebtednessABL Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Indenture Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan ABL Document or Subordinated Debenture Indenture Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority ABL Secured Party securing any of the Senior Indebtedness ABL Obligations are (iA) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Indenture Obligations or (iiB) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the ABL Priority Collateral now existing or hereafter created or arising in favor of any Term Loan Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessTerm Loan Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the ABL Priority Collateral now existing or hereafter created or arising in favor of the Senior First Priority ABL Secured Parties securing any of the Senior IndebtednessABL Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Term Loan Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan ABL Document or Subordinated Debenture Term Loan Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority ABL Secured Party securing any of the Senior Indebtedness ABL Obligations are (iA) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Term Loan Obligations or (iiB) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on assets or on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoingforegoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (bii) any provision of the UCC Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Document Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. Any (a) Subject to the order of application of proceeds set forth in Section 4.1, any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how or when acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens with respect to the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens with respect to the Common Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties Creditors securing any the First Priority Obligations, regardless of the Senior Indebtednesshow acquired, whether by grant, statute, operation of law, subrogation or otherwise, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens with respect to the Common Collateral in favor of any Senior First Priority Secured Party Creditor securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoingforegoing (including, without limitation, any filings under the Uniform Commercial Code, filings with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry), (bii) any provision of the UCC Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Document Second Priority Document, the time of registration of International Interests in the International Registry with respect to any Common Collateral, or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.. (b) Any and all Liens now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any First Lien Junior Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessFirst Lien Junior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Lien Senior First Priority Secured Parties securing any of the First Lien Senior IndebtednessPriority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Lien Junior Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC or Uniform Commercial Code, any applicable law or any First Lien Senior Loan Priority Document or Subordinated Debenture First Lien Junior Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any First Lien Senior First Priority Secured Party securing any of the First Lien Senior Indebtedness Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness First Lien Junior Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of any Second-Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond-Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First First-Priority Secured Parties securing any of the Senior IndebtednessFirst-Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second-Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First-Priority Document or Subordinated Debenture Second-Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First First-Priority Secured Party securing any of the Senior Indebtedness First-Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Second-Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the Revolving Facility Priority Collateral now existing or hereafter created or arising in favor of any Term Facility Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessTerm Facility Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens or the Revolving Facility Priority Collateral now existing or hereafter created or arising in favor of the Senior First Priority Revolving Facility Secured Parties securing any of the Senior IndebtednessRevolving Facility Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Term Facility Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan Revolving Facility Document or Subordinated Debenture Term Facility Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Revolving Facility Secured Party securing any of the Senior Indebtedness Revolving Facility Obligations are (iA) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Term Facility Obligations or (iiB) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Lien Priority Secured Parties securing any of the Senior IndebtednessFirst Lien Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Lien Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC or Uniform Commercial Code, any applicable law or any Senior Loan First Lien Priority Document or Subordinated Debenture Second Lien Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Lien Priority Secured Party securing any of the Senior Indebtedness First Lien Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Lien Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation subrogation, or otherwise are expressly junior in priority, operation operation, and effect to any and all Liens in the Common Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order order, or method of grant, attachment, recording recording, or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages mortgages, and other Liensliens, charges charges, or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever whatsoever, and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Par Piceance or PPC other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated invalidated, disallowed, or lapsed.

Subordination of Liens. (a) Any and all Liens in or on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the Revolving Facility Priority Collateral now existing or hereafter created or arising in favor of any Term Facility Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessTerm Facility Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Revolving Facility Priority Collateral now existing or hereafter created or arising in favor of the Senior First Priority Revolving Facility Secured Parties securing any of the Senior IndebtednessRevolving Facility Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Term Facility Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan Revolving Facility Document or Subordinated Debenture Term Facility Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Revolving Facility Secured Party securing any of the Senior Indebtedness Revolving Facility Obligations are (iA) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Term Facility Obligations or (iiB) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessJunior Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Second Priority Secured Parties securing any of the Senior IndebtednessSecond Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Junior Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan Second Priority Document or Subordinated Debenture Junior Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Second Priority Secured Party securing any of the Senior Indebtedness Second Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Junior Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the Common 509265-1512-15059-Active.17708706.1 Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Lien Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Lien Priority Secured Parties securing any of the Senior IndebtednessFirst Lien Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Lien Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC or Uniform Commercial Code, any applicable law or any Senior Loan First Lien Priority Document or Subordinated Debenture Second Lien Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Lien Priority Secured Party securing any of the Senior Indebtedness First Lien Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Second Lien Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessSecond Priority Obligations, regardless of how acquired, whether by grant, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Lien Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Second Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Second Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Lien Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Second Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens in the Shared Collateral now existing or hereafter created or arising in favor of any Junior Priority Secured Party securing the Subordinated Holder Representative or any Subordinated Holder securing any of the Subordinated IndebtednessJunior Priority Obligations, regardless of how acquired, whether by grantxxxxx, statute, operation of law, judgment rendered in any judicial proceeding, subrogation or otherwise otherwise, are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Senior First Priority Secured Parties securing any of the Senior IndebtednessFirst Priority Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Junior Priority Secured Party or Subordinated Holder or their respective representatives may now or hereafter be a party, and regardless of the time, 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 defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC Uniform Commercial Code or any other applicable law or any Senior Loan First Priority Document or Subordinated Debenture Junior Priority Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority Secured Party securing any of the Senior Indebtedness First Priority Obligations are (ix) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Subordinated Indebtedness Junior Priority Obligations or (iiy) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) U.S. Revolver First Lien Collateral. Any and all Liens on the U.S. Revolver First Lien Collateral now existing or hereafter created or arising in favor of any Term Loan Secured Party securing the Subordinated Holder Representative Term Loan Obligations or of any Subordinated Holder International Secured Party securing any of the Subordinated IndebtednessInternational Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens on the U.S. Revolver First Lien Collateral now existing or hereafter created or arising in favor of the Senior First Priority U.S. Revolver Secured Parties securing any of the Senior IndebtednessU.S. Revolver Obligations, notwithstanding (ai) anything to the contrary contained in any agreement or filing to which any Senior First Priority Term Loan Secured Party or Subordinated Holder or their respective representatives International Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other Liensliens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (bii) any provision of the UCC or any applicable law Requirement of Law or any Senior International Loan Document or Subordinated Debenture U.S. Loan Document or any other circumstance whatsoever and (ciii) the fact that any such Liens in favor of any Senior First Priority U.S. Revolver Secured Party securing any of the Senior Indebtedness U.S. Revolver Obligations are (iA) subordinated to any Lien securing any obligation of any Loan Party other than the Subordinated Indebtedness Term Loan Obligations or (iiB) otherwise subordinated, voided, avoided, invalidated or lapsed.