Common use of Subordination of Liens Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties ABL Agent for the benefit of the ABL Lenders on the Common Collateral or of any Liens granted to the Intercreditor Agent or Term Loan Agents for the Senior benefit of the Term Loan Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the PPSA, the Mortgages Act, the Bankruptcy Code, or any applicable Debtor Relief Law or other law or the Second-Priority ABL Loan Documents or the Senior Lender Documents Term Loan Documents, (iii) whether the ABL Agent or a Term Loan Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and each Second-Priority ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm Loan Lender, hereby agrees that: : (a) any Lien on the Common ABL Priority Collateral securing any Senior Lender ABL Claims now or hereafter held by or on behalf of the Intercreditor ABL Agent or any Senior ABL Lenders or any agent agent, trustee, receiver, interim receiver or trustee similar Person therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common ABL Priority Collateral securing any Second-Priority Claims, Term Loan Claims and other Term Loan Obligations, (b) any Lien on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims and other Term Loan Obligations, now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent any Term Loan Lenders or any Second-Priority Secured Parties agent, trustee, receiver, interim receiver or any agent or trustee similar Person therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common ABL Priority Collateral securing any Senior Lender Claims and ABL Claims, (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens Lien on the Common Term Loan Priority Collateral securing any Second-Priority Term Loan Claims now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent any Term Loan Lenders or any Second-Priority Secured Party agent, trustee, receiver, interim receiver or any agent or trustee similar Person therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally have priority over and ratably be senior in all respectsrespects and prior to any Lien on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations, and (d) any Lien on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations, now or hereafter held by or on behalf of the ABL Agent or any ABL Lenders or any agent, trustee, receiver, interim receiver or similar Person therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Claims. All Liens on the Common ABL Priority Collateral securing any Senior Lender ABL Claims shall be and remain senior in all respects and prior to all Liens on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims and other Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Lender ABL Claims are subordinated to any Lien securing any other obligation of the CompanyLead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower, any other Grantor or any other Person, and all Liens on the Term Loan Priority Collateral securing any Term Loan Claims shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations for all purposes, whether or not such Liens securing any Term Loan Claims are subordinated to any Lien securing any other obligation of the Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower, any other Grantor or any other Person. The ABL Agent and each Term Loan Agent hereby cede priority and preference of rank of their respective hypothecs to the other’s hypothecs to the extent necessary to give effect to the provisions of this Section 2.1.

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) Subject to Section 2.01(c), any Lien on the Common Collateral securing any Senior Lender Claims and all Liens now existing or hereafter held by created or on behalf arising in favor of any Note Party securing the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor Note Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwiseotherwise are expressly junior in priority, shall have priority over operation and be senior in all respects and prior effect to any Lien on and all Liens now existing or hereafter created or arising in favor of the Common Collateral Lender Parties securing the Lender Obligations, notwithstanding (i) anything to the contrary contained in any Second-Priority Claims, (b) agreement or filing to which any Lien on the Common Collateral securing any Second-Priority Claims Note Party may now or hereafter held by or on behalf be a party, and regardless of the Trusteetime, the Collateral Agent order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Second-Priority Secured Parties defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any agent applicable law or trustee therefor regardless any Credit Agreement Document or New Indenture Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral any Lender Party securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims Obligations are (x) subordinated to any Lien securing any other obligation of any Obligor Party other than the CompanyNote Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No Lender Party or Note Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other. (c) If and to the extent that any Lender Obligation is avoided or subordinated to the Note Obligations or to unsecured creditors generally (and the Note Obligations are not similarly subordinated) by reason of Lender Misconduct, the rights and obligations under this Agreement of the Collateral Agent and the Loan Parties, on the one hand, and the Trustee and the Note Parties, on the other Grantor or any other Personhand, with respect to such Lender Obligation shall no longer be applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties ABL Agent for the benefit of the ABL Lenders on the Common Collateral or of any Liens granted to the Intercreditor Agent or Term Loan Agents for the Senior benefit of the Term Loan Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the Bankruptcy Code, or any applicable Debtor Relief Law or other law or the Second-Priority ABL Loan Documents or the Senior Lender Documents Term Loan Documents, (iii) whether the ABL Agent or a Term Loan Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, the ABL Agent, on behalf of itself and each Second-Priority ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm Loan Lender, hereby agrees that: : (a) any Lien on the Common ABL Priority Collateral securing any Senior Lender ABL Claims now or hereafter held by or on behalf of the Intercreditor ABL Agent or any Senior ABL Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common ABL Priority Collateral securing any Second-Priority Claims, Term Loan Claims and other Term Loan Obligations, (b) any Lien on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims and other Term Loan Obligations, now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent or any Second-Priority Secured Parties Term Loan Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common ABL Priority Collateral securing any Senior Lender Claims and ABL Claims, (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens Lien on the Common Term Loan Priority Collateral securing any Second-Priority Term Loan Claims now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent or any Second-Priority Secured Party Term Loan Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally have priority over and ratably be senior in all respectsrespects and prior to any Lien on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations, and (d) any Lien on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations, now or hereafter held by or on behalf of the ABL Agent or any ABL Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Claims. All Liens on the Common ABL Priority Collateral securing any Senior Lender ABL Claims shall be and remain senior in all respects and prior to all Liens on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims and other Term Loan Obligations for all purposes, whether or not such Liens securing any Senior Lender ABL Claims are subordinated to any Lien securing any other obligation of the CompanyTerm Loan Borrower, any ABL Borrower, any other Grantor or any other Person, and all Liens on the Term Loan Priority Collateral securing any Term Loan Claims shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL Claims and other ABL Obligations for all purposes, whether or not such Liens securing any Term Loan Claims are subordinated to any Lien securing any other obligation of the Term Loan Borrower, any ABL Borrower, any other Grantor or any other Person. The ABL Agent and each Term Loan Agent hereby cedes priority and preference of rank of its Liens to the other’s Liens to give effect to the provisions of this Section 2.1.

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

Subordination of Liens. Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority Secured Parties ABL Agents for the benefit of the ABL Lenders on the Common Collateral or of any Liens granted to the Intercreditor Agent or Term Loan Agents for the Senior benefit of the Term Loan Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, the PPSA, the Mortgages Act, the Bankruptcy Code, or any applicable Debtor Relief Law or other law or the Second-Priority ABL Loan Documents or the Senior Lender Documents Term Loan Documents, (iii) whether an ABL Agent or a Term Loan Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority ABL Agent, on behalf of itself and each ABL Lender, and each Term Loan Agent, on behalf of itself and each applicable Second-Priority Secured PartyTerm Loan Lender, hereby agrees that: : (a) any Lien on the Common ABL Priority Collateral securing any Senior Lender ABL Claims now or hereafter held by or on behalf of the Intercreditor an ABL Agent or any Senior ABL Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims, , (b) any Lien on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent or any Second-Priority Secured Parties Term Loan Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common ABL Priority Collateral securing any Senior Lender Claims and ABL Claims, (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens Lien on the Common Term Loan Priority Collateral securing any Second-Priority Term Loan Claims now or hereafter held by or on behalf of the Trusteea Term Loan Agent, the Collateral Agent or any Second-Priority Secured Party Term Loan Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally have priority over and ratably be senior in all respectsrespects and prior to any Lien on the Term Loan Priority Collateral securing any ABL Claims, (d) any Lien on the Term Loan Priority Collateral securing any ABL Claims now or hereafter held by or on behalf of an ABL Agent or any ABL Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Term Loan Priority Collateral securing any Term Loan Claims, and (e) as between the English ABL Floating Charges and the English Term Floating Charges, the English ABL Floating Charges shall be deemed to be the prior floating charges for the purposes of paragraph 15 of Schedule B1 to the UK Insolvency Act. All Liens on the Common ABL Priority Collateral securing any Senior Lender ABL Claims shall be and remain senior in all respects and prior to all Liens on the Common ABL Priority Collateral securing any Second-Priority Term Loan Claims for all purposes, whether or not such Liens securing any Senior Lender ABL Claims are subordinated to any Lien securing any other obligation of the CompanyBorrower, any ABL Borrower, any other Grantor or any other Person, and all Liens on the Term Loan Priority Collateral securing any Term Loan Claims shall be and remain senior in all respects and prior to all Liens on the Term Loan Priority Collateral securing any ABL Claims for all purposes, whether or not such Liens securing any Term Loan Claims are subordinated to any Lien securing any other obligation of the Borrower, any ABL Borrower, any other Grantor or any other Person. Each ABL Agent and each Term Loan Agent hereby cedes priority and preference of rank of its Liens to the other’s Liens to give effect to the provisions of this Section 2.1.

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

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

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

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

Subordination of Liens. Notwithstanding (a) All Liens (regardless of how acquired) securing the dateSecond Lien Secured Obligations granted on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless of how acquired) securing the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Securities Purchase Agreement, any Additional Second Lien Debt Facility, any Second Lien Security Document, any Second Lien Parity Intercreditor Agreement, any other Second Lien Note Document or any other agreement or instrument to the contrary or otherwise, and irrespective of the time, manner order or order method of filing or recordation of any document or instrument or grantcreation, attachment or perfection of any Liens securing the Second Lien Secured Obligations granted to the Second-Priority Secured Parties on the Common Collateral and any Liens securing the First Lien Secured Obligations granted on the Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of any Liens granted Lien securing any First Lien Secured Obligations to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of Liens. Each Second Lien Representative for itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the Common Collateral securing any Second-Priority Claims, (b) any First Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims Second Lien Secured Obligations for all purposespurposes regardless of whether the Lien purported to be granted is found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not such legally or otherwise deficient in any manner. (b) It is acknowledged that (i) aggregate amount of the First Lien Credit Agreement Secured Obligations may be increased pursuant to Section 2.14 of the First Lien Credit Agreement as in effect on the date hereof, (ii) a portion of the First Lien Secured Obligations consists of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the First Lien Secured Obligations may be extended, renewed, replaced, restructured, Refinanced or otherwise amended, restated, amended and restated, supplemented or modified, or secured with additional collateral (which collateral shall be subject to Section 2.06), and (iv) the aggregate amount of the First Lien Secured Obligations may be increased, from time to time in accordance with the terms of the First Lien Debt Facilities, all without affecting the subordination hereunder of the Liens securing the Second Lien Secured Obligations granted on the Collateral or the subordination provisions in Article 3 hereof or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties and the Second Lien Secured Parties. The subordination and lien priorities provided for herein shall not be altered or otherwise affected by any Senior Lender Claims are subordinated amendment, restatement, amendment and restatement, modification, supplement, extension, increase, renewal, replacement, restructuring, or Refinancing of either the Second Lien Secured Obligations or the First Lien Secured Obligations, by the securing of any First Lien Secured Obligations with any additional collateral or guarantees (which collateral shall be subject to Section 2.06), by the release of any First Lien Collateral, by the failure of any Person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any other obligation First Lien Secured Obligation or Second Lien Secured Obligation, or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing, all existing and any future First Lien Secured Obligations of any class are intended to be secured by the Collateral, and the Liens on the Collateral securing such First Lien Secured Obligations will constitute first priority Liens entitled to the benefit of this Agreement. (c) It is agreed that the First Lien Representatives will have no obligations to exercise any remedies available to them as a condition to obtaining the benefits of this Article 2 and Article 8. (d) The Second Lien Agent acknowledges receipt of copies of each of the CompanyFirst Lien Loan Documents existing on the date hereof. Each Second Lien Representative on behalf of the applicable Second Lien Secured Parties agrees that the Second Lien Securities Purchase Agreement, any other Grantor or any other PersonAdditional Second Lien Debt Facility and the principal Second Lien Security Documents to which such Second Lien Representative is a party will contain the provisions set forth in Annex I hereto under which the applicable Second Lien Secured Parties agree to, and subject their rights to the provisions of, this Agreement as set forth therein.

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

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

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

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

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

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

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

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

Subordination of Liens. Notwithstanding (a) All Liens (regardless of how acquired) securing or purporting to secure the dateSecond Lien Secured Obligations granted on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless of how acquired) securing or purporting to secure the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Notes Indenture, any Additional Second Lien Debt Facility, any Second Lien Security Document or any other agreement or instrument to the contrary or otherwise, and irrespective of the time, manner order or order method of filing or recordation of any document or instrument or grantcreation, attachment or perfection of any Liens securing or purporting to secure the Second Lien Secured Obligations granted to the Second-Priority Secured Parties on the Common Collateral and any Liens securing or purporting to secure the First Lien Secured Obligations granted on the Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of any Liens granted Lien securing or purporting to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding secure any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or First Lien Secured Obligations to any other circumstance whatsoever, each Second-Priority Agent, on behalf of Liens. Each Second Lien Representative for itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as security for the Common Collateral securing any Second-Priority Claims, (b) any First Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing or purporting to secure any Second-Priority Claims Second Lien Secured Obligations for all purposespurposes regardless of whether the Lien purported to be granted is avoided or otherwise found to be improperly granted, whether improperly perfected, preferential, a fraudulent conveyance or not legally or otherwise deficient in any manner. (b) It is acknowledged that (i) without limiting the generality of clause (iv) below but subject to any relevant limitations set forth elsewhere in this Agreement, the aggregate amount of the First Lien Credit Agreement Secured Obligations may be increased pursuant to Section 2.14 of the First Lien Credit Agreement, (ii) a portion of the First Lien Secured Obligations may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the First Lien Secured Obligations may be extended, renewed, replaced, restructured, Refinanced or otherwise amended, restated, supplemented or modified, or secured with additional collateral (such collateral, (x) to the extent it secures First Lien Secured Obligations, shall become First Lien Collateral and (y) to the extent it secures Second Lien Secured Obligations, shall become Second Lien Collateral), and (iv) the aggregate amount of the First Lien Secured Obligations may be increased, from time to time in accordance with the terms of the First Lien Debt Facilities, all without affecting the subordination hereunder of the Liens securing the Second Lien Secured Obligations granted on the Collateral or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties and the Second Lien Secured Parties. Without limiting the provisos to the definitions of “First Lien Secured Obligations” and “Second Lien Secured Obligations” or the provisions of Article 8, the Lien priorities provided for herein shall not be altered or otherwise affected by any Senior Lender Claims are subordinated amendment, modification, supplement, extension, increase, renewal, replacement, restructuring, Refinancing or restatement of either the Second Lien Secured Obligations or the First Lien Secured Obligations, by the securing of any First Lien Secured Obligations with any additional collateral or guarantees (such collateral, (x) to the extent it secures First Lien Secured Obligations, shall become First Lien Collateral and (y) to the extent it secures Second Lien Secured Obligations, shall become Second Lien Collateral), by the release of, or the avoidance of any Lien with respect to, any First Lien Collateral, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing or securing any First Lien Secured Obligation or Second Lien Secured Obligation, or by any action that any Representative or Secured Party may take or fail to take in respect of any Collateral. Without limiting the foregoing but subject to any relevant limitations set forth elsewhere in this Agreement, (x) all existing and any future First Lien Secured Obligations of any class are intended to be secured by the Collateral, and the Liens on the Collateral securing such First Lien Secured Obligations will constitute first priority Liens entitled to the benefit of this Agreement and (y) all existing and any other obligation future Second Lien Secured Obligations of any class are intended to be secured by the Collateral, and the Liens on the Collateral securing such Second Lien Secured Obligations will constitute second priority Liens entitled to the benefit of this Agreement. (c) It is agreed that the First Lien Representatives will have no obligations to exercise any remedies available to them as a condition to obtaining the benefits of this Article 2 and Article 7. (d) Each Second Lien Representative on behalf of the Companyapplicable Second Lien Secured Parties it represents agrees that the Second Lien Debt Facility under which it is the Second Lien Representative and the principal Second Lien Security Documents to which such Second Lien Representative is a party will contain the provisions set forth in Annex I hereto under which the applicable Second Lien Secured Parties agree to, any other Grantor or any other Personand subject their rights to the provisions of, this Agreement as set forth therein.

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

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation (a) Each Subordinated Lender hereby covenants and agrees that any Liens and rights of any document kind such Subordinated Lender may now have and hereafter acquire (or instrument be deemed to now have or granthereafter acquire) against Pac-Van, attachment GFN or perfection any other Obligor and/or any Company Property, if any, shall be subordinate and subject to the Liens and rights against Pac-Van, any other Obligors and/or Company Property of the Senior Lenders arising from or out of the Senior Indebtedness, regardless of the order, time or manner in which any Liens attach to or are perfected in any Company Property. In the event any party to this Agreement receives collateral or collateral proceeds to which it is not entitled hereunder, such party shall be deemed to hold all of such proceeds in trust for the benefit of the party entitled thereto. (b) If (x) Pac-Van, GFN or any other Obligor, as the case may be, desires to sell any Company Property as to which the Senior Lenders have provided their written consent or which is otherwise permitted under the Senior Loan Documents and (y) the Senior Lenders release their Lien in connection with any sale or disposition of any Liens granted Company Property, the Subordinated Lenders shall be deemed to have consented to such disposition and shall execute such releases with respect to such Company Property to be sold as the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Senior Agent or the Senior Lenders on request to evidence the Common Collateral and notwithstanding release of any provision Lien, if any, against such property that the Subordinated Lenders may have or be deemed to have. Each Subordinated Lender hereby irrevocably appoints the holders of the UCCSenior Indebtedness, or any applicable law or the Second-Priority Documents or the Senior Agent on their behalf, as the true and lawful attorneys of the Subordinated Lenders for the purpose of executing and filing any such releases. If the Senior Agent or the Senior Lenders waive the application of the sale or disposition proceeds to the payment of the Senior Indebtedness, such proceeds shall be paid over to the Subordinated Lenders for application to the Subordinated Indebtedness as provided in the Subordinated Documents. Each of Pac-Van, GFN, each other Obligor, the Senior Agent and the Subordinated Agent hereby acknowledge and agree that such waiver by the Senior Agent of the application of proceeds shall not be effective unless it is in writing. Each Subordinated Lender Documents hereby waives any rights such Subordinated Lender has or may have in the future to object to the appointment of a receiver for all or any portion of the equity or the assets of Pac-Van, GFN or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing Obligor or to require any Senior Lender Claims now or hereafter held by or on behalf of to marshal the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over collateral and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any agrees that each Senior Lender Claims and (c) with respect to may proceed against the collateral in any Second-Priority Claims (and as between order that it deems appropriate in the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf exercise of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Personits absolute discretion.

Subordination of Liens. Notwithstanding (1) the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the Second-Priority respective Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding Collateral, (2) any provision of the UCC, or Bankruptcy Law, any applicable law or any Finance Document, (3) whether any Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Second-Priority Documents Collateral, (4) the fact that any such Liens may be subordinated, voided, avoided, invalidated or the Senior Lender Documents lapsed or (5) any other circumstance of any kind or nature whatsoever, each Second-Priority : (i) Noteholder Collateral Agent, on behalf of itself and each applicable Second-Priority Noteholder Secured Party, Party hereby agrees that: (a) any Lien on the Common ABL Priority Collateral securing any Senior Lender Claims ABL Obligations now or hereafter held by or on behalf of the Intercreditor each ABL Agent or any Senior Lenders ABL Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common such ABL Priority Collateral securing any Second-Priority ClaimsNoteholder Obligations, and (b) any Lien on the Common ABL Priority Collateral securing any Second-Priority Claims Noteholder Obligations now or hereafter held by or on behalf of the Trustee, the Noteholder Collateral Agent or any Second-Priority Noteholder Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common such ABL Priority Collateral securing any Senior Lender Claims ABL Obligations; (ii) ABL Agent, on behalf of itself and each applicable ABL Secured Party hereby agrees that: (ca) with respect to any Second-Lien on Noteholder Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims Noteholder Obligations now or hereafter held by or on behalf of the Trustee, the each Noteholder Collateral Agent or any Second-Priority Noteholder Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally have priority over and ratably be senior in all respects. respects and prior to any Lien on such Noteholder Priority Collateral securing any ABL Obligations, and (b) any Lien on the Noteholder Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of ABL Agent or any ABL Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on such Noteholder Priority Collateral securing any Noteholder Obligations; and (iii) All Liens on the Common First-Lien Collateral securing any Senior Lender Claims First-Lien Obligations shall be be, and remain senior in all respects and prior to all Liens on the Common such Collateral securing any Second-Priority Claims Lien Obligations for all purposes, whether or not such Liens securing any Senior Lender Claims First-Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person.

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

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

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

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

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

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

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

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

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

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

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

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

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

Subordination of Liens. Notwithstanding Except as provided in Section 4, and except as otherwise provided in the dateIntercreditor Agreement, timeany and all right, manner title, liens (including judgment liens), security interests, pledges, charges, encumbrances, mortgages, deeds of trust or similar arrangement or interest (collectively referred to herein as "Liens", and individually as a "Lien") which Subordinated Creditor may acquire in any asset or property (whether tangible or intangible and whether real or personal) of any Person to secure all or any part of the Subordinated Debt, whether such asset or property is now owned or hereafter acquired or now existing or hereafter created and wherever located, are hereby unconditionally subordinated and made unconditionally subordinate and junior in right of priority and rank to and subordinate to any and all security interests, deeds of trust, mortgages and other Liens Bank One and any other Senior Creditor have or may have now or at any time hereafter in the same property. The priorities provided for in this Agreement shall apply: (a) without regard to the time or order of attachment, perfection, filing or recordation recording of any Lien, or document granting, evidencing, giving notice of or instrument perfecting any Lien, to secure the obligations of the Company, or grantthe failure to give any notice of the existence, attachment holding or perfection acquisition or expected acquisition of any Liens granted such Lien; (b) notwithstanding anything to the Second-Priority Secured Parties on contrary in the Common Collateral or provisions of any Liens granted to the Intercreditor Agent United States Bankruptcy Code or the Senior Lenders on the Common Collateral and notwithstanding Uniform Commercial Code in any provision relevant state of the UCC, or any applicable law United States or the Second-Priority Documents or laws of the Senior Lender Documents State of Indiana or any other circumstance whatsoeverrelevant state, each Second-Priority AgentWhich relate to the priority of security interests, on behalf deeds of itself trust, mortgages and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any Senior Lender Claims and other Lien; (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf Subordinated Debt of the TrusteeCompany to Subordinated Creditor, and of the Collateral Agent Obligations of the Company to Senior Creditor, whenever made, created or any Second-Priority Secured Party or any agent or trustee therefor regardless acquired; and (d) notwithstanding the lapse of how acquired, whether by grant, statute, operation perfection of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims are subordinated to any Lien securing of Senior Creditor or the failure of Senior Creditor to perfect any Lien. Subordinated Creditor also agrees to execute any other obligation of the Company, any other Grantor documents or financing statements reasonably required by Bank One or any other PersonSenior Creditor to effectuate, confirm or to give public notice of the terms and provisions of this Agreement. Notwithstanding the terms and provisions of this Section 3, and except as otherwise provided in the Intercreditor Agreement, Junior Creditor acknowledges that none of the Subordinated Debt may be secured by any Lien on any asset of the Company except with the prior written consent of Bank One.

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

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

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

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

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

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

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims Any and all Liens now existing or hereafter held by created or on behalf arising in favor of any Second Lien Secured Party securing the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor Second Lien Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have otherwise are expressly junior in priority over and be senior in all respects and prior to any and all Liens now existing or hereafter created or arising in favor of the First Lien on Secured Parties securing the Common Collateral securing First Lien Obligations, notwithstanding (i) anything to the contrary contained in any Second-Priority Claims, (b) agreement or filing to which any Second Lien on the Common Collateral securing any Second-Priority Claims Secured Party may now or hereafter held by or on behalf be a party, and regardless of the Trusteetime, the Collateral Agent order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any Second-Priority Secured Parties defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or the PPSA or any agent applicable law or trustee therefor regardless any First Lien Collateral Document or Second Lien Collateral Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral any First Lien Secured Party securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims First Lien Obligations are (x) subordinated to any Lien securing any other obligation of any Grantor other than the CompanySecond Lien Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. The subordination of the Liens of the Second Lien Secured Parties in and to the Collateral in favor of the First Lien Secured Parties provided for herein shall not be deemed to (a) subordinate the Liens of the Second Lien Secured Parties to the Liens of any other Grantor Person (including, solely with respect to any portion of the First Lien Obligations in excess of the First Lien Cap, the First Lien Secured Parties), or (b) subordinate the Second Lien Obligations to any other Indebtedness of the Company or any other PersonGrantor, including the First Lien Obligations. (b) Each of the First Lien Representative, for itself and on behalf of each First Lien Secured Party, and the Second Lien Representative, for itself and on behalf of each Second Lien Secured Party, agrees that it shall not object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding with respect to any Grantor), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral granted to the other; provided that this Section 2.01(b) shall not be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Agreement, including without limitation the provisions of this Agreement relating to the priority of the Liens securing the Second Lien Obligations and the Liens securing the First Lien Obligations as set forth in Section 2.01(a) and the exercise of remedies as provided in Section 3.01. Notwithstanding any failure by any First Lien Secured Party or Second Lien Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the First Lien Secured Parties or the Second Lien Secured Parties, the priority and rights as between the First Lien Secured Parties and the Second Lien Secured Parties with respect to the Collateral shall be as set forth herein.

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

Subordination of Liens. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any (a) Any and all Liens granted with respect to the Second-Priority Secured Parties on the Common Collateral now existing or hereafter created or arising in favor of any Liens granted to the Intercreditor Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority Agent, on behalf of itself and each applicable Second-Second Priority Secured PartyParty securing the Second Priority Obligations, hereby agrees that: (a) any Lien on the Common Collateral securing any Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Agent or any Senior Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over are expressly junior in priority, operation and be senior in all respects and prior effect to any Lien on and all Liens with respect to the Common Collateral securing any Second-Priority Claims, (b) any Lien on the Common Collateral securing any Second-Priority Claims now existing or hereafter held by created or on behalf arising in favor of the TrusteeFirst Priority Creditors securing the First Priority Obligations, the Collateral Agent or any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be junior a party, and subordinate regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in all respects any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such Liens with respect to all Liens on the Common Collateral in favor of any First Priority Creditor securing any Senior Lender Claims and (c) with respect to any Second-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-First Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Claims for all purposes, whether or not such Liens securing any Senior Lender Claims Obligations are (x) subordinated to any Lien securing any other obligation of any Loan Party other than the CompanySecond Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. (b) No First Priority Creditor or Second Priority Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any other Grantor Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other, or any other PersonFirst Priority Obligations or Second Priority Obligations, as applicable, provided that nothing herein shall be construed to prevent or impair the rights of such parties to enforce this Agreement. Notwithstanding any failure by any First Priority Creditor or Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Creditors or the Second Priority Secured Parties, the priority and rights as between the First Priority Creditors and the Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein.

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

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

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

Subordination of Liens. (a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens (or of the filing of any relevant financing statement) granted to the Second-Priority Secured Parties Term Loan Agent or the Term Loan Lenders on the Common Collateral or of any Liens granted to the Intercreditor Senior Credit Agreement Agent or the Senior Lenders on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Term Loan Lender Documents or the Senior Lender Documents or any other circumstance whatsoever, each Second-Priority the Term Loan Agent, on behalf of itself and each applicable Second-Priority Secured Partythe Term Loan Lenders, hereby agrees that: (ai) any Lien on the Common Collateral securing any the Senior Lender Claims now or hereafter held by or on behalf of the Intercreditor Senior Credit Agreement Agent or any the Senior Lenders or any agent or trustee therefor Lenders, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, otherwise shall have priority over and be senior in all respects and shall be prior to any Lien on the Common Collateral securing any Second-Priority the Term Loan Lender Claims, ; and (bii) any Lien on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Term Loan Agent or any Second-Priority Secured Parties or any agent or trustee therefor the Term Loan Lenders regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing any the Senior Lender Claims Claims. (b) Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens (or of the filing of any relevant financing statement) granted to the Term Loan Agent or the Term Loan Lenders on the Other Common Collateral or of any Liens granted to the Senior Credit Agreement Agent or the Senior Lenders on the Other Common Collateral and (c) with respect to notwithstanding any Second-Priority Claims (and as between provision of the Second-Priority Agents UCC, or any applicable law or the Term Loan Lender Documents or the Senior Lender Documents or any other circumstance whatsoever, the Senior Credit Agreement Agent, on behalf of itself and the Second-Priority Secured Parties)Senior Lenders, the Liens hereby agrees that: (i) any Lien on the Other Common Collateral securing any Second-Priority the Term Loan Lender Claims now or hereafter held by or on behalf of the Trustee, the Collateral Term Loan Agent or the Term Loan Lenders, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise shall be senior in all respects and shall be prior to any Second-Priority Secured Party Lien on the Other Common Collateral securing the Senior Lender Claims; and (ii) any Lien on the Other Common Collateral now or any agent hereafter held by the Senior Credit Agreement Agent or trustee therefor the Senior Lenders regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally be junior and ratably in all respects. All Liens on the Common Collateral securing any Senior Lender Claims shall be and remain senior subordinate in all respects and prior to all Liens on the Other Common Collateral securing the Term Loan Lender Claims. (c) Notwithstanding the date, manner or order of grant, attachment or perfection of any Second-Priority Liens (or of the filing of any relevant financing statement) granted to the Term Loan Agent or the Term Loan Lenders on the Pari Passu Common Collateral or of any Liens granted to the Senior Credit Agreement Agent or the Senior Lenders on the Pari Passu Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Term Loan Lender Documents or the Senior Lender Documents or any other circumstance whatsoever, the Senior Credit Agreement Agent, on behalf of itself and the Senior Lenders, and the Term Loan Agent, on behalf of itself and the Term Loan Lenders, hereby agree that: (i) any Lien on the Pari Passu Common Collateral securing the Term Loan Lender Claims for all purposesnow or hereafter held by or on behalf of the Term Loan Agent or the Term Loan Lenders, regardless of how acquired, whether by grant, statute, operation of law, subrogation or not such Liens securing any Senior Lender Claims are subordinated otherwise shall be equal in all respects and shall be pari passu to any Lien on the Pari Passu Common Collateral securing the Senior Lender Claims; and (ii) any Lien on the Pari Passu Common Collateral now or hereafter held by the Senior Credit Agreement Agent or the Senior Lenders, on the one hand, or the Term Loan Agent or the Term Loan Lenders, on the other obligation hand, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be equal and pari passu in all respects to all Liens on the Company, any other Grantor or any other PersonPari Passu Common Collateral securing the Term Loan Lender Claims and the Senior Lender Claims.

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

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

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

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

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

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

Subordination of Liens. (a) Notwithstanding (i) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any second-priority Liens granted to the Second-Second Priority Secured Parties on the Common Collateral or of any first-priority Liens granted to the Intercreditor any First Lien Agent or the Senior First Lien Lenders on the Common Collateral and notwithstanding Collateral, (ii) any provision of the UCC, any Bankruptcy Law, or any applicable other federal, state or foreign law or the Second-Second Priority Documents or the Senior First Lien Lender Documents Documents, (iii) whether any First Lien Agent, either directly or through agents, holds possession of, or has control over, all or any part of the Common Collateral, (iv) the fact that any such Liens may be subordinated, voided, avoided, invalidated or lapsed or (v) any other circumstance of any kind or nature whatsoever, each Second-Priority the Second Lien Agent, on behalf of itself and each applicable Second-Second Priority Secured Party, hereby agrees that: (aA) any first-priority Lien on the Common Collateral securing any Senior First Lien Lender Claims now or hereafter held by or on behalf of the Intercreditor any First Lien Agent or any Senior First Lien Lenders or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any second-priority Lien on the Common Collateral securing any Second-Second Priority Claims, Claims and (bB) any second-priority Lien on the Common Collateral securing any Second-Second Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Second Lien Agent or any Second-Second Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all first-priority Liens on the Common Collateral securing any Senior First Lien Lender Claims and (c) with respect to any SecondClaims. All first-Priority Claims (and as between the Second-Priority Agents and the Second-Priority Secured Parties), the priority Liens on the Common Collateral securing any Second-Priority Claims now or hereafter held by or on behalf of the Trustee, the Collateral Agent or any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects. All Liens on the Common Collateral securing any Senior First Lien Lender Claims shall be and remain senior in all respects and prior to all second-priority Liens on the Common Collateral securing any Second-Second Priority Claims for all purposes, whether or not such first-priority Liens securing any Senior First Lien Lender Claims are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person. (b) Notwithstanding anything to the contrary herein, the Lien subordination provisions contained herein relate solely to the priority of Liens granted to the First Lien Lenders and the Second Priority Secured Parties, and except with respect to the priority of Liens as set forth in this Agreement, does not subordinate the Second Priority Claims in right of payment to the First Lien Lender Claims. Nothing in this Agreement will affect the entitlement of any Second Priority Secured Party to receive and retain any required payments in respect of a Second Priority Claim other than payments governed by the provisions set forth herein that relate to the priority of Liens.

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

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

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

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

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