Common use of Subordination of Liens Clause in Contracts

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 Second 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 First Lien Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Document or Second Lien Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Secured Party securing any such First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 the Subordinated Holder Representative or any Second Lien Secured Party Subordinated Holder securing any of the Second Lien ObligationsSubordinated 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 Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Obligations)Senior Indebtedness, notwithstanding (ia) anything to the contrary contained in any agreement or filing to which any Second Lien 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 liensLiens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (iib) any provision of the Uniform Commercial Code UCC or any applicable law or any First Lien Senior Loan Document or Second Lien Subordinated Debenture Document or any other circumstance whatsoever and (iiic) the fact that any such Liens in favor of any Senior First Lien Priority Secured Party securing any such First Lien Obligations of the Senior Indebtedness are (xi) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction Subordinated Indebtedness or (yii) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any 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 Lien Priority Secured Party securing the Second Lien 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, 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), (ii) any provision of the Uniform Commercial Code Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Lien Priority Document or Second Lien Document 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 (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second Lien Term Loan Secured Party securing the Second Lien Term 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 First Lien ABL Secured Parties securing any of the First Lien Obligations (other than Excess First Lien ABL Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Term Loan 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien ABL Document or Second Lien Term Loan Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien ABL Secured Party securing any such First Lien of the ABL Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Term Loan Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (yB) 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 Second Lien Indenture Secured Party securing the Second Lien Indenture 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 First Lien ABL Secured Parties securing any of the First Lien Obligations (other than Excess First Lien ABL Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Indenture 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien ABL Document or Second Lien Indenture Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien ABL Secured Party securing any such First Lien of the ABL Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Lien Indenture Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (yB) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second 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 on assets of any Loan Party now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second Lien Term Facility Secured Party securing the Second Lien Term 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 First Lien Revolving Facility Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Revolving Facility Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Term Facility 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Revolving Facility Document or Second Lien Term Facility Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Revolving Facility Secured Party securing any such First Lien of the Revolving Facility Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Term Facility Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (yB) 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 First Lien Junior Priority Secured Party securing the Second First 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 Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Senior Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second First Lien Junior Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or Code, any applicable law or any First Lien Senior Priority Document or Second First Lien Junior Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Senior Priority Secured Party securing any such of the First Lien Senior Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second First Lien Junior Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, 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), (ii) any provision of the Uniform Commercial Code Code, the Federal Aviation Act, the Cape Town Convention or any applicable law or any First Lien Priority Document or Second Lien Document 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 (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 in the Common Collateral now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority Secured Party 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 liens, charges charges, or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever whatsoever, and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Par Piceance or PPC other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) otherwise subordinated, voided, avoided, invalidated invalidated, disallowed, 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 Second 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 First Lien Priority Secured Parties securing any of the First Lien Priority Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any US Loan Party other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Lien Second-Priority Secured Party securing the Second Lien Second-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 First Lien First-Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien First-Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Second-Priority 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, (ii) any provision of the Uniform Commercial Code or any other applicable law or any First Lien First-Priority Document or Second Lien Second-Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien First-Priority Secured Party securing any such First Lien of the First-Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Lien Second-Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second Lien Term Loan Secured Party securing the Second Lien Term Loan Obligations or of any International Secured Party securing the International 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 First Lien U.S. Revolver Secured Parties securing any of the First Lien Obligations (other than Excess First Lien U.S. Revolver Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Term Loan Secured Party or 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code UCC or any applicable law Requirement of Law or any First Lien International Loan Document or Second Lien U.S. Loan Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien U.S. Revolver Secured Party securing any such First Lien of the U.S. Revolver Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Term Loan Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (yB) 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 Second 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or Code, any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

Subordination of Liens. (a) Any and all Liens on assets of any Loan Party now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second 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 on assets of any Loan Party now existing or hereafter created or arising in favor of the First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens on assets of any Loan Party in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.are

Subordination of Liens. (a) Any Until such time as the Bridge Administrative Agent has delivered the Bridge Termination Notice in accordance with Section 2.3, the parties hereby agree that any and all Liens liens in Collateral now existing or hereafter created or arising in favor of any Second Lien Secured Party the Revolving Lenders securing the Second Lien ObligationsObligations (other than Obligations under any Specified Hedge Agreements in existence on the date hereof which will be secured in respect of the Collateral on a pari passu basis with the Obligations under and as defined in the Bridge Facility Agreement) under and as defined in the Revolving Credit Agreement, 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 liens now existing or hereafter created or arising in favor of the First Lien Secured Parties Bridge Lenders securing any of the First Lien Obligations (other than Excess First Lien Obligations)under and as defined in the Bridge Facility Agreement, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Secured Party Revolving Lender 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, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Document or Second Lien Document document establishing priority or any other circumstance whatsoever and or (iii) the fact that any such Liens in favor of any First Lien Secured Party Bridge Lenders securing any such First Lien Obligations of the Bridge Loans are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second Lien Term Facility Secured Party securing the Second Lien Term 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 First Lien Revolving Facility Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Revolving Facility Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Term Facility 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Revolving Facility Document or Second Lien Term Facility Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Revolving Facility Secured Party securing any such First Lien of the Revolving Facility Obligations are (xA) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Term Facility Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (yB) 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 Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect priority to any and all Liens now existing or hereafter created or arising in favor of the First Lien Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code UCC or the PPSA or any applicable law or 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 any First Lien Secured Party securing any such of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Lien Obligations pursuant to a final-non appealable order of a court of competent jurisdiction 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 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 Grantor, including the First Lien Obligations.

Subordination of Liens. (a) Any and all Liens on the Common Collateral now existing or hereafter created or arising in favor of any Second Lien Priority Secured Party securing the Second Lien 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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, (ii) any provision of the Uniform Commercial Code or any other applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party Grantor other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Second 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 First Lien Priority Secured Parties securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or Code, any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Priority Secured Party securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) 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 Lien Priority Secured Party securing the Second 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 with respect to the Common Collateral now existing or hereafter created or arising in favor of the First Lien Secured Parties Priority Creditors securing any of the First Lien Obligations (other than Excess First Lien Priority Obligations), regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Lien Priority 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 liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Lien Priority Document or Second Lien Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens with respect to the Common Collateral in favor of any First Lien Secured Party Priority Creditor securing any such of the First Lien Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Lien Priority Obligations pursuant to a final-non appealable order of a court of competent jurisdiction or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.