Common use of Subordination; Etc Clause in Contracts

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Agent, on behalf of itself and the other Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Agent, any Second-Lien Secured 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the U.S. First-Lien Collateral Agent or any First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Holdings, the Parent Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Documents or the Second-Lien Loan Notes Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Notes Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens ; and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien on the Collateral securing any Firstthe Second-Lien Obligations shall be and remain senior in all respects and prior pari passu with, or to all Liens give the Second-Lien Collateral Agent or Second-Lien Creditors any preference or priority relative to, any Lien on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any the First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other PersonObligations. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations or and the grant of Liens securing payment and performance of the Second-Lien Obligations create two separate and distinct Liens with each such Lien securing only the corresponding Obligations. (b) The Second-Lien Collateral Agent hereby acknowledges on behalf of itself and the other Second-Lien Creditors that it shall not, nor by at any action or inaction which any of time, have a Lien on the Secured Parties may take or fail to take in respect of the Excluded Second-Lien Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral or any actual or alleged defect in any of the foregoing, and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Credit Documents or the Second-Lien Loan Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations)whatsoever, the Second-Lien Agent, on behalf of itself and the other Second-Lien Secured PartiesClaimholders, and each other Second-Lien Secured Party Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Agent, any Second-Lien Secured Party Claimholder 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 Collateral securing any First-Lien Obligations, and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien securing the Second-Lien Obligations pari passu with, or to give the Second-Lien Agent or Second-Lien Claimholders any preference or priority relative to, any Lien securing the First-Lien Obligations with respect to the Collateral or any part thereof. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the BorrowerParent, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations and the grant of Liens securing payment and performance of the Second-Lien Obligations are two separate grants and create two separate and distinct Liens with each such Lien securing only the First-Lien Obligations or the Second-Lien Obligations, nor by any action or inaction which any of as the Secured Parties case may take or fail to take in respect of the Collateralbe.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Documents or the Second-Lien Loan Notes Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured Parties, and each other Second-Lien Secured Party Creditors (by its acceptance of the benefits of the Second-Lien Loan Notes Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any other First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; Obligations and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any other Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the BorrowerCompany, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations or and the grant of Liens securing payment and performance of the Second-Lien Obligations create two separate and distinct Liens with each such Lien securing only the corresponding Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral or any actual or alleged defect in any of the foregoing, and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Credit Documents or the Second-Lien Loan Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations)whatsoever, the Second-Lien Agent, on behalf of itself and the other Second-Lien Secured PartiesClaimholders, and each other Second-Lien Secured Party Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the a First-Lien Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Agent, any Second-Lien Secured Party Claimholder 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 Collateral securing any First-Lien Obligations, and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien securing the Second-Lien Obligations pari passu with, or to give the Second-Lien Agent or Second-Lien Claimholders any preference or priority relative to, any Lien securing the First-Lien Obligations with respect to the Collateral or any part thereof. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the BorrowerParent, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations and the grant of Liens securing payment and performance of the Second-Lien Obligations are two separate grants and create two separate and distinct Liens with each such Lien securing only the First-Lien Obligations or the Second-Lien Obligations, nor by any action or inaction which any of as the Secured Parties case may take or fail to take in respect of the Collateralbe.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral (other than the ATA Collateral) securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral (other than the ATA Collateral) securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral (other than the ATA Collateral) now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditor 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 Collateral (other than the ATA Collateral) securing any First-Lien Obligations. All Liens on the Collateral (other than the ATA Collateral) securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral (other than the ATA Collateral) securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the BorrowerParent, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Note Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Note Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, notwithstanding any failure of the First-Lien Collateral Agent or the First Lien Creditors to adequately perfect its security interests in the Collateral and whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Holdings, the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Second Lien Obligations granted on the Collateral or of any Liens securing the First-First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First Lien Documents or the Second-Second Lien Loan Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations)whatsoever, the Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien Secured PartiesClaimholders, and each other Second-Second Lien Secured Party Claimholder (by its acceptance of the benefits of the Second-Second Lien Loan Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-First Lien Obligations now or hereafter held by or on behalf of the First-First Lien Agent or any First-First Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Second Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Second Lien Collateral Agent, any Second-Second Lien Secured Party Claimholder 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 Collateral securing any First-First Lien Obligations, and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien securing the Second Lien Obligations pari passu with, or to give the Second Lien Collateral Agent or Second Lien Claimholders any preference or priority relative to, any Lien securing the First Lien Obligations with respect to the Collateral or any part thereof. All Liens on the Collateral securing any First-First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Second Lien Obligations for all purposes, notwithstanding any failure of the First Lien Agent or the First Lien Creditors to adequately perfect its security interests in the Collateral, the avoidance, invalidation or lapse of any Lien on the First Lien Collateral or whether or not such Liens securing any First-First Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-First Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Second Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of Liens securing payment and performance of the First Lien Obligations and the grant of Liens securing payment and performance of the Second Lien Obligations are two separate grants and create two separate and distinct Liens with each such Lien securing only the First Lien Obligations or the Second Lien Obligations, as the case may be. Without limitation of the foregoing, to the extent that, after the date hereof, the Grantors are required to grant a mortgage or deed of trust to the First Lien Agent and/or the Second ▇▇▇▇ ▇▇▇▇▇- teral Agent, the Grantors will grant separate substantially identical mortgages and/or deeds of trust to each of the First Lien Agent and the Second Lien Collateral Agent to secure their respective, separate claims. (b) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Claimholders, acknowledges that (a) a portion of the First Lien Obligations are revolving in nature, (b) subject to succeeding clause (d), the amount of such revolving First Lien Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (c) the terms of the First Lien Obligations may be modified, extended or amended from time to time, and (d), subject to the limitations (solely for purposes of this Agreement) on the aggregate principal amount of First Lien Obligations set forth in the definition of “First Lien Obligations,” the aggregate amount of the First Lien Obligations may be increased or Refinanced, in either event, without notice to or consent by the Second Lien Claimholders and without affecting the provisions hereof. Subject to the limitations (solely for purposes of this Agreement) on the aggregate principal amount of First Lien Obligations set forth in the definition of “First Lien Obligations,” the lien priorities provided in this Section 2.1 2 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement, replacement restatement or Refinancing of any of either the First-First Lien Obligations or Second-the Second Lien Obligations, nor by or any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateralportion thereof.

Subordination; Etc. Notwithstanding (i) the datetime, manner manner, order or order method of grant, creation, attachment or perfection of any Liens securing the Second-Lien Obligations Junior Debt granted on the Collateral or of any Liens securing the First-Lien Obligations Senior Debt granted on the Collateral Collateral, (ii) the validity or enforceability of the security interests and notwithstanding Liens granted in favor of Senior Lender on the Collateral, (iii) the date on which any Senior Debt is extended, (iv) any provision of the UCC, or any applicable law or the Second-Lien Loan Documents UCC or any other circumstance whatsoever (applicable law, including any non-perfection rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with respect to real property or fixtures, (v) any provision set forth in any Senior Debt Document (other than this Agreement), (vi) the possession or control by Senior Lender or any bailee of all or any part of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Agent, on behalf of itself and the other Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance Collateral as of the benefits of the Second-Lien Loan Documentsdate hereof or otherwise, or (vii) any other circumstance whatsoever, Senior Lender and Junior Lender hereby agrees that: : (ai) any Lien on the Collateral securing any First-Lien Obligations the Senior Debt, now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party Senior Lender or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien ObligationsJunior Debt; and and (bii) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Agent, any Second-Lien Secured Party Junior Lender 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 Collateral securing any First-Lien ObligationsSenior Debt. All Liens on the Collateral securing any First-Lien Obligations Senior Debt shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations Junior Debt for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations Senior Debt (and the security therefor) constitute a separate and distinct class or classes (and separate and distinct claims) from the Second-Lien Obligations Junior Debt (and the security therefor). The priorities of the Liens provided ) in this Section 2.1 shall not be altered any Proceeding or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateralotherwise.

Subordination; Etc. (a) Notwithstanding the date, manner or order of grant, creation, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Shared Collateral or of any Liens securing the First-Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien on the Shared Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of lawlaw or court order, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Shared Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Shared Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditor or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of lawlaw or court order, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any First-Lien Obligations. All Liens on the Shared Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Holdings, any Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities . (b) Notwithstanding the date, manner or order of grant, creation, attachment or perfection of any Liens securing the Second-Lien Lender Obligations granted on the Non-Shared Collateral or of any Liens securing the First-Lien Lender Obligations granted on the Non-Shared Collateral and notwithstanding any provision of the Liens provided in this Section 2.1 shall not be altered UCC, or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement applicable law or Refinancing the Second-Lien Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Lender Obligations and/or Second-Lien Lender Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Lender Documents) hereby agrees that: (a) any Lien on the Non-Shared Collateral securing any First-Lien Lender Obligations now or hereafter held by or on behalf of the First-Lien Obligations Collateral Agent or any First-Lien Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Non-Shared Collateral securing any of the Second-Lien Lender Obligations, nor ; and (b) any Lien on the Non-Shared Collateral now or hereafter held by any action or inaction which any on behalf of the Secured Parties may take Second-Lien Collateral Agent, any Second-Lien Creditor or fail any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law or court order, subrogation or otherwise, shall be junior and subordinate in all respects to take all Liens on the Non-Shared Collateral securing any First-Lien Lender Obligations. All Liens on the Non-Shared Collateral securing any First-Lien Lender Obligations shall be and remain senior in respect all respects and prior to all Liens on the Non-Shared Collateral securing any Second-Lien Lender Obligations for all purposes, whether or not such Liens securing any First-Lien Lender Obligations are subordinated to any Lien securing any other obligation of Holdings, any Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the CollateralFirst-Lien Lender Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Lender Obligations (and the security therefor).

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Subordinated Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Documents or the Second-Lien Loan Subordinated Notes Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Subordinated Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Subordinated Notes Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Subordinated Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditor 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 Collateral securing any First-Lien Obligations, and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien securing the Second-Lien Subordinated Obligations pari passu with, or to give the Second-Lien Collateral Agent or Second-Lien Creditors any preference or priority relative to, any Lien securing the First-Lien Obligations with respect to the Collateral or any part thereof. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Subordinated Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Subordinated Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations or and the grant of Liens securing payment and performance of the Second-Lien Subordinated Obligations create two separate and distinct Liens with each such Lien securing only the corresponding Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the First-Lien Obligations granted on the ATA Collateral or of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the ATA Collateral and notwithstanding any provision of the UCC, or any applicable law or the SecondFirst-Lien Loan Credit Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the SecondFirst-Lien Collateral Agent, on behalf of itself and the other SecondFirst-Lien Secured PartiesCreditors, and each other SecondFirst-Lien Secured Party Creditor (by its acceptance of the benefits of the SecondFirst-Lien Loan Documents) hereby agrees that: (a) any Lien on the ATA Collateral securing any FirstSecond-Lien Obligations now or hereafter held by or on behalf of the FirstSecond-Lien Collateral Agent or any FirstSecond-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ATA Collateral securing any of the SecondFirst-Lien Obligations; and (b) any Lien on the ATA Collateral now or hereafter held by or on behalf of the SecondFirst-Lien Collateral Agent, any SecondFirst-Lien Secured Party Creditor 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 ATA Collateral securing any FirstSecond-Lien Obligations. All Liens on the ATA Collateral securing any FirstSecond-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the ATA Collateral securing any SecondFirst-Lien Obligations for all purposes, whether or not such Liens securing any FirstSecond-Lien Obligations are subordinated to any Lien securing any other obligation of the BorrowerParent, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the FirstSecond-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the SecondFirst-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Note Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Note Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, notwithstanding any failure of the First-Lien Collateral Agent or the First-Lien Creditors to adequately perfect its security interests in the Collateral and whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of Holdings, the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-First Lien Last Out Obligations granted on the Collateral or of any Liens securing the First-Lien Senior Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-First Lien Loan Last Out Note Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Senior Obligations and/or Second-First Lien Last Out Obligations), the Second-First Lien Last Out Collateral Agent, on behalf of itself and the other Second-First Lien Secured PartiesLast Out Creditors, and each other Second-First Lien Secured Party Last Out Creditor (by its acceptance of the benefits of the Second-First Lien Loan Last Out Note Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Senior Obligations now or hereafter held by or on behalf of the First-Lien Senior Collateral Agent or any First-Lien Secured Party Senior Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-First Lien Last Out Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-First Lien Last Out Collateral Agent, any Second-First Lien Secured Party Last Out Creditors 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 Collateral securing any First-Lien Senior Obligations. All Liens on the Collateral securing any First-Lien Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-First Lien Last Out Obligations for all purposes, whether or not such Liens securing any First-Lien Senior Obligations are subordinated to any Lien securing any other obligation of the Parent Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Senior Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-First Lien Last Out Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law law, this Agreement, the First-Lien Documents or the Second-Lien Loan Notes Documents to the contrary, or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or or Second-Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Secured PartiesClaimholders, and each other Second-Lien Secured Party Claimholder (by its acceptance of the benefits of the Second-Lien Loan Notes Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Agent or any First-Lien Secured Party Creditor or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien Collateral Agent, any Second-Lien Secured Party Claimholder 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 Collateral securing any First-Lien Obligations, and (c) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien securing the Second-Lien Obligations pari passu with, or to give the Second-Lien Collateral Agent or Second-Lien Claimholders any preference or priority relative to, any Lien securing the First-Lien Obligations with respect to the Collateral or any part thereof. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that (i) the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities ) and (ii) the grant of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any securing payment and performance of the First-Lien Obligations and the grant of Liens securing payment and performance of the Second-Lien Obligations create two separate and distinct Liens with each such Lien securing only the First-Lien Obligations or the Second-Lien Obligations, nor by any action or inaction which any of as the Secured Parties case may take or fail to take in respect of the Collateralbe.

Subordination; Etc. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Second-Lien Obligations granted on the Collateral or of any Liens securing the First-Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Lien Loan Note Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting to secure the First-Lien Obligations and/or Second-Lien Obligations), the Second-Lien AgentTrustee, on behalf of itself and the other Second-Lien Secured PartiesCreditors, and each other Second-Lien Secured Party Creditor (by its acceptance of the benefits of the Second-Lien Loan Note Documents) hereby agrees that: (a) any Lien on the Collateral securing any First-Lien Obligations now or hereafter held by or on behalf of the First-Lien Collateral Agent or any First-Lien Secured Party Creditors or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and (b) any Lien on the Collateral now or hereafter held by or on behalf of the Second-Lien AgentTrustee, any Second-Lien Secured Party Creditors 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 Collateral securing any First-Lien Obligations. All Liens on the Collateral securing any First-Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second-Lien Obligations for all purposes, whether or not such Liens securing any First-Lien Obligations are subordinated to any Lien securing any other obligation of the Borrower, any other Grantor or any other Person. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities of the Liens provided in this Section 2.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of the First-Lien Obligations or Second-Lien Obligations, nor by any action or inaction which any of the Secured Parties may take or fail to take in respect of the Collateral.