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 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 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 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. (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 Xxxx Xxxxx- 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 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 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-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 this Guaranty to the UCCcontrary, all rights of the Guarantors under Sections 7(a) and 7(b) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise shall be fully subordinated to the SecondGuaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-Lien Loan Documents off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other circumstance whatsoever (including Secured Party against any nonLoan Party or any collateral security or guarantee or right of set-perfection off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Lien purporting Guarantor seek or be entitled to secure seek any contribution or reimbursement from any Loan Party in respect of payments made by such Guarantor hereunder until the First-Lien Obligations and/or Second-Lien Termination Date shall have occurred. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date of the Guaranteed Obligations), such amount shall be held by such Guarantor in trust for the Second-Lien Agent, on behalf of itself Administrative Agent and the other Second-Lien Secured Parties, segregated from other funds of such Guarantor, and each other Second-Lien Secured Party (shall, forthwith upon receipt by its acceptance such Guarantor, be paid to the Administrative Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the benefits of the Second-Lien Loan Documents) hereby agrees that: (a) any Lien Credit Agreement. No failure on the Collateral securing part of any First-Lien Obligations now or hereafter held Loan Party to make the payments required 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 Sections 7(a) and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and 7(b) (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 Personpayments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Borrower with respect to the Obligations or any Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Obligations and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. Notwithstanding anything to the contrary contained above, upon the sale of all of the Equity Interests of any Guarantor and the security therefor) constitute a separate and distinct class (and separate and distinct claims) release of such Guarantor from the Second-Lien Obligations provisions hereof (and whether by the security therefor). The priorities Administrative Agent or the Collateral Agent in connection with an exercise of its remedies or in accordance with the relevant provisions of the Liens Credit Agreement), then any indemnification and contribution obligations otherwise provided above in this Section 2.1 7 with respect to the Guarantor which was so released shall terminate and be of no further force and effect, and if any other Guarantors have theretofore made payments hereunder with respect to the Guaranteed Obligations which have not yet been reimbursed in full, then any amount which would have otherwise been payable under this Section 7 by the Guarantor which has been released herefrom shall be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of reallocated to the Firstremaining Guarantors based on their respective net worths as re-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 Collateraldetermined on such date.

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. 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 this Guaranty to the UCCcontrary, all rights of the Guarantors under Sections 7(a) and 7(b) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise shall be fully subordinated to the SecondGuaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-Lien Loan Documents off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other circumstance whatsoever (including Secured Party against the Borrower or any nonother Guarantor or any collateral security or guarantee or right of set-perfection off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Lien purporting Guarantor seek or be entitled to secure seek any contribution or reimbursement from the First-Lien Obligations and/or Second-Lien Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date of the Guaranteed Obligations), such amount shall be held by such Guarantor in trust for the Second-Lien Agent, on behalf of itself Collateral Agent and the other Second-Lien Secured Parties, segregated from other funds of such Guarantor, and each other Second-Lien Secured Party (shall, forthwith upon receipt by its acceptance such Guarantor, be paid to the Collateral Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the benefits Credit Agreement. No failure on the part 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 Borrower or any First-Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether Guarantor to make the payments required by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects Sections 7(a) and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and 7(b) (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 Personpayments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Borrower with respect to the Obligations or any Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Obligations and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (rights of contribution and the security therefor) indemnification hereunder shall constitute a separate and distinct class (and separate and distinct claims) from the Second-Lien Obligations (and the security therefor). The priorities assets of the Liens provided in this Section 2.1 shall not be altered Guarantor 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 Guarantors to which any of the Secured Parties may take or fail to take in respect of the Collateralsuch contribution and indemnification are owing.

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.

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 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 (a) The holders of Class A Notes and Delayed Closing Notes' Liens on the dateCollateral shall be prior and superior to any Liens of holders of Class B Notes therein, manner and the holders of Class B Notes expressly acknowledge and agree that their Liens therein are subordinate to the Liens of the holders of Class A Notes and Delayed Closing Notes. The priorities established herein are applicable without regard to (i) the date a loan, advance or extension of credit is made to the Company or any other obligations are incurred by the Company, (ii) the time or order of grantattachments, attachment perfection, filing or perfection recording of the Liens or the time or order of filing of financing statements and other security documents or the giving or failure to give notice of the acquisition of any such Lien, and (iii) the rules of priority established under the Uniform Commercial Code or other laws of a relevant state relating to the priority of Liens securing or 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 provisions of the UCC, Bankruptcy Code or any applicable law or state insolvency laws. (b) The obligations of the Second-Lien Loan Documents or any other circumstance whatsoever Company to the holders of Class A Notes and Delayed Closing Notes (including any non-perfection interest accruing on such Notes) shall first be paid in full before any payment or distribution by the Company or from its assets, whether in cash, securities or other property, shall be made to holders of any Lien purporting Class B Notes on account of the Company's obligations to secure holders of Class B Notes, except that with respect to the First-Lien Obligations and/or Second-Lien Obligationsproceeds of Permitted Dispositions, the holders of the Class A Notes shall be paid first, the holders of the Class B Notes shall be paid second, and the holders of the Delayed Closing Notes shall be paid third Any payment or distribution by the Company or from its assets, whether in cash, securities or other property, which would otherwise (but for these provisions) be payable or deliverable in respect of the obligations of the Company to holders of Class B Notes (or holders of Delayed Closing Notes, in the case of proceeds of Permitted Dispositions), shall be paid or delivered directly to holders of Class A Notes and Delayed Closing Notes (or the Second-Lien Agentholders of Class A Notes and, on behalf after the Class A Notes have been paid in full, Class B Notes, in the case of itself and proceeds of Permitted Dispositions) until the other Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance obligations of the benefits Company to holders of Class A Notes and Delayed Closing Notes (or the holders of the Second-Lien Loan DocumentsClass A Notes and Class B Notes, in the case of proceeds of Permitted Dispositions) hereby agrees that: (including any interest accruing on such Notes) shall have been paid in full. (c) Except for the foregoing subordination in clauses (a) any Lien on and (b), all 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, Notes shall be senior identical in all respects and prior entitled to any Lien all the same right, title and interest pursuant to the Note Documents. The provisions of this Section 21.12 shall define the relative rights of the Noteholders and shall not affect the obligations of the Company, which shall remain absolute and unconditional, to comply with all the terms of the Note Documents. (d) By executing this Agreement, CoreComm Limited consents to the granting of a security interest in the CoreComm Asset Purchase Agreement in favor of the Collateral Agent pursuant to the Security Agreement. If you are in agreement with the foregoing, please sign the form of agreement on the Collateral securing any accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, Company: USN COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Gavllet ___________________________ Name: Xxxxxx X. Xxxxxxxx Title: The foregoing is hereby agreed to as of the Seconddate first above written. XXXXXXX XXXXX GLOBAL ALLOCATION FUND, INC. By: /s/ Xxxx Xxx X'Xxxxxxx __________________________ Name: Xxxx Xxx X'Xxxxxxx Title: Authorized Signatory, V.P. MLAM Address for Notices: Address: 000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Telecopier: (000) 000-Lien Obligations; and 0000 Payment Instructions: Citibank N.A., New York ABA #000-000-000 Beneficiary Bank A/C#: 00000000 Xxxxx Brothers Xxxxxxxx & Co. Beneficiary A/C#: 8116915 Ref: Global Allocation Fund CORECOMM LIMITED By: /s/ Xxxxxxx X. Xxxxxxx ______________________________ Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Address for Notices: Address: 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Telecopier: (b000) any Lien on the Collateral now or hereafter held by or on behalf of the Second000-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.0000 Payment Instructions: SCHEDULE I

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 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 this Guaranty to the UCCcontrary, all rights of the Subsidiary Guarantors under Sections 7(a) and 7(b) and all other rights of indemnity, contribution or subrogation of any Guarantor under applicable law or otherwise shall be fully subordinated to the SecondGuaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-Lien Loan Documents off or appropriation or application of funds of any of the Guarantors by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other circumstance whatsoever (including Secured Party against the Borrower or any nonother Guarantor or any collateral security or guarantee or right of set-perfection off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have occurred, nor shall any Lien purporting Guarantor seek or be entitled to secure seek any contribution or reimbursement from the First-Lien Obligations and/or Second-Lien Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date of the Guaranteed Obligations), such amount shall be held by such Guarantor in trust for the Second-Lien Agent, on behalf of itself Collateral Agent and the other Second-Lien Secured Parties, segregated from other funds of such Guarantor, and each other Second-Lien Secured Party (shall, forthwith upon receipt by its acceptance such Guarantor, be paid to the Collateral Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the benefits Credit Agreement. No failure on the part 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 Borrower or any First-Lien Secured Party or any agent or trustee therefor, regardless of how acquired, whether Subsidiary Guarantor to make the payments required by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects Sections 7(a) and prior to any Lien on the Collateral securing any of the Second-Lien Obligations; and 7(b) (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 Personpayments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Borrower with respect to the Obligations or any Subsidiary Guarantor with respect to its obligations hereunder, and the Borrower shall remain liable for the full amount of the Obligations and each Subsidiary Guarantor shall remain liable for the full amount of the obligations of such Subsidiary Guarantor hereunder. The parties hereto acknowledge and agree that it is their intent that the First-Lien Obligations (rights of contribution and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is owing. Notwithstanding anything to the contrary contained above, upon the sale of all of the Equity Interests of any Subsidiary Guarantor and the security therefor) constitute a separate and distinct class (and separate and distinct claims) release of such Subsidiary Guarantor from the Second-Lien Obligations provisions hereof (and whether by the security therefor). The priorities Collateral Agent in connection with an exercise of its remedies or in accordance with the relevant provisions of the Liens Credit Agreement), then any indemnification and contribution obligations otherwise provided above in this Section 2.1 7 with respect to the Subsidiary Guarantor which was so released shall terminate and be of no further force and effect, and if any other Subsidiary Guarantors have theretofore made payments hereunder with respect to the Guaranteed Obligations which have not yet been reimbursed in full, then any amount which would have otherwise been payable under this Section 7 by the Subsidiary Guarantor which has been released herefrom shall be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or Refinancing of any of reallocated to 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 Collateralremaining Subsidiary Guarantors based on their respective net worths as redetermined on such date.

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.